Common use of Collateral Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Collateral. Except for any items referred to on Schedule 9.20: (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form 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 hereunderunder Section 9.10. (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 Loan Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Loan Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) Holdings The Guarantee shall be in full force and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretioneffect.

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

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

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

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

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

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

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

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

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

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

Collateral. (a) All outstanding Stock equity interests in whatever form of the US Borrower directly and each Restricted Subsidiary owned by Holdings and all Stock or on behalf of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties the Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding equity interests of any Excluded Stock and Stock EquivalentsRestricted Foreign Subsidiary) and the Collateral Representative shall have received all certificates, if any, certificates representing such 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. (b) All outstanding equity interests in whatever form of the UK Borrower shall, except to the extent pledged pursuant to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements and all certificates representing securities pledged under the UK Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral 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 of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, any Credit Party party to the extent exceeding $10,000,000 in aggregate principal amount, Pledge Agreement shall 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, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (cj) 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 to be executed on the Conversion Date Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been delivered to the Collateral Representative in proper form 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 ▇▇▇▇▇ permitted hereunderClosing Date. (dk) 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 All documents and instruments, and take instruments required by law or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by each of the Foreign Security Documents and 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 its sole discretionrespect of each Mortgaged Property owned by the US Borrower or a US Subsidiary Guarantor a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 (and subject to the release on the Closing Date of the liens thereon in respect of the Existing Credit Agreement), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request. It is understood and agreed that the pledges described in clauses (a) through (i) inclusive of this Section 6.2 shall become effective immediately and automatically upon the occurrence of the Closing Date, but that prior to the Closing Date, such pledges (and the Liens created thereby) shall not be effective.

Collateral. (a) All outstanding Stock 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 Collateral Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral (except as to Non-Perfected Collateral), including, without limitation, the Equity Interests of the Borrower directly owned by Holdings and all Stock each of each Subsidiary its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of the Borrower directly and the Parent; provided however that only 65% of the Equity Interests of any Domestic Subsidiary substantially all of the assets of which consist of stock of one or more Subsidiaries that are not Domestic Subsidiaries shall be required to be pledged as collateral under this Section 6.14. (b) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary to (i) grant to the 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 perfected on all Collateral other than Non-Perfected Collateral and (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 Guarantorin 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, in and shall cause each case, 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 Conversion DateAdministrative Agent for the benefit of the Secured Parties, shall have been pledged arising pursuant hereto and pursuant to the Pledge Agreement Agreements and Security Agreements as first Liens (except as to Non-Perfected Collateral), and to insure that such Credit Parties shall not be required to pledge any Excluded Stock the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and Stock Equivalents) and first Lien on all of the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness other than Non-Perfected Collateral of the Borrower and each Subsidiary of its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries 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 Parent; provided, however, that no such action shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days Liens in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionNon-Perfected Collateral.

Collateral. Except with respect to (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary GuarantorLiens on equipment constituting fixtures, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness any reserved rights of the Borrower United States government as required under Law, (c) Liens upon Patents, Patent Licenses, Trademarks and each Subsidiary of Trademark Licenses (as such terms are defined in the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, Guarantee and Collateral Agreement) to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced that (i) such Liens are not otherwise perfected by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and filing of financing statements under the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral Agent to be filedthe perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, registered any State, territory or recorded to create dependency thereof or the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens District of Columbia (except to the extent required bythat such filings or other actions have been made or taken), (f) Liens on contracts or Accounts Receivable on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on Proceeds of Accounts Receivable and Inventory, and with (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the priority required bymeaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, such Security Document shall have been upon filing of the financing statements delivered to the Collateral Representative Co-Agents by the Company and its Subsidiaries on the Closing Date in the jurisdictions listed on Schedule 5.24 hereto (which financing statements are in proper form for filingfiling in such jurisdictions), registration or the recording and none of the Collateral shall be subject to Mortgages and the recording of the Patent and Trademark Security Agreement (and the making of filings after the Closing Date in any other pledgesjurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Purchasers and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and to the extent provided therein perfected security interests or mortgagesin the collateral referred to in such Security Documents (but as to the Copyrights and the Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Document), which Liens will be prior to all other Liens of all other Persons, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Liens in favor of the Administrative Agent and holders of the Borrower shall deliver Senior Loans pursuant to the Collateral Agent a completed Perfection CertificateSenior Credit Documents, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with which Liens are enforceable as such as against all attachments contemplated thereby. Notwithstanding anything to the contrary hereinother Persons (except, with respect to any security documents relating to real property goods only, buyers in the ordinary course of business to the extent constituting Collateral, provided in Section 9-307(1) of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction and except to the extent that any such security interest is not so granted and/or perfected on recording of an assignment or prior other transfer of title to the Conversion Date, then Holdings Purchasers in the United States Patent and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as Trademark Office may be required to grant and perfect necessary for such security interestsenforceability), on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time except as enforceability may be agreed to limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Administrative Agent enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in its sole discretionequity or at law).

Collateral. (a) All outstanding Stock equity interests in whatever form of the US Borrower directly and each Restricted Subsidiary owned by Holdings and all Stock or on behalf of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties the Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Excluded Stock and Stock EquivalentsRestricted Foreign Subsidiary) and the Collateral Representative Administrative Agent shall have received all certificates, if any, certificates representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All outstanding equity interests in whatever form of the UK Borrower shall, except to the extent pledged pursuant to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the UK Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (c) All outstanding equity interest in whatever form of each pledgor under the German Pledge Agreement shall have been pledged pursuant to the German Pledge Agreement and the Administrative Agent shall have received all certificates representing securities pledged under the German Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (d) All outstanding equity interest in whatever form of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the Canadian Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (e) All outstanding equity interest in whatever form of each pledgor under the French Pledge Agreements shall have been pledged pursuant to the French Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the French Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (f) All outstanding equity interest in whatever form of each pledgor under the Singapore Pledge Agreements shall have been pledged pursuant to the Singapore Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the Singapore Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (g) All outstanding equity interest in whatever form of each pledgor under the Taiwan Pledge Agreements shall have been pledged pursuant to the Taiwan Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the Taiwan Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (h) All Indebtedness of Holdings, the US Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, any Credit Party party to the extent exceeding $10,000,000 in aggregate principal amount, Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative Administrative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (ci) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed on the Conversion Date Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been filed, registered or recorded or delivered to the Collateral Representative in proper form Administrative Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderrecording. (dj) Holdings The Administrative Agent shall have received, in respect of each Mortgaged Property (other than (x) the Mortgaged Property owned by Rockwood Pigments NA, Inc. located in Beltsville, Maryland, (y) the Mortgaged Property owned by AlphaGary Corporation located in Leominster, Massachusetts and (z) the Mortgaged Property owned by Electrochemicals Inc. located in Maple Plain, Minnesota) owned by the US Borrower shall deliver to or a US Subsidiary Guarantor, a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Collateral Agent Lien of each Mortgage as a completed Perfection Certificatevalid first Lien on the Mortgaged Property described therein, executed and delivered free of any other Liens except as expressly permitted by an Authorized Officer of Holdings and the BorrowerSection 10.2, together with all attachments contemplated thereby. Notwithstanding anything to the contrary hereinsuch endorsements, 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 coinsurance 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 reinsurance as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionmay reasonably request.

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

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

Collateral. The Collateral Agent shall have received: (ai) All outstanding Stock confirmation from the title insurance company recording the Mortgages that duly executed counterparts of the Borrower directly owned by Holdings Refinancing Mortgages sufficient for recording in all filing or recording offices that the Refinancing Lender Agent may deem necessary or desirable in order to create valid and all Stock of each Subsidiary subsisting Liens on the property described therein in favor of the Borrower directly owned Collateral Agent for the benefit of the Secured Parties (other than the New Money Lenders and the New Money Lender Agent) have been recorded, and evidence reasonably satisfactory to the Representative Agents that all filing and recording taxes and fees have been paid; (ii) fully paid American Land Title Association Lender's Extended Coverage title insurance policies in form and substance, with endorsements and in amounts acceptable to the Representative Agents, issued by title insurers acceptable to the Representative Agents, insuring the Refinancing Mortgages for the Material Properties and the Relevant Properties to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) as the Representative Agents may deem necessary or desirable; (iii) confirmation from the title insurance company recording the Refinancing Mortgages with respect to the validity and (subject to the exceptions and encumbrances permitted therein) the priority of the Refinancing Mortgages; and (iv) evidence that all actions (including payment by the Borrower or any Subsidiary Guarantor, in each case, as to the title insurance company recording the Refinancing Mortgages of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that amount previously notified by such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing title insurance company to the Borrower as necessary for it to record the Refinancing Mortgages) that the Refinancing Lender Agent may deem necessary or a Subsidiary Guarantor shall, desirable in order to perfect and protect the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes liens and shall security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing the Refinancing Obligations and the Springdale Obligations 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 blanktaken. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

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

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

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

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

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

Collateral. (a) All outstanding Stock The security interests granted to Lender herein and pursuant to any other Security Agreement (a) constitute and, as to subsequently acquired property included in the Collateral covered by the Security Agreement, will constitute, security interests under the UCC entitled to all of the Borrower directly owned rights, benefits, and, if perfected, priorities provided by Holdings the UCC and (b) are and, as to such subsequently acquired Collateral, will be fully perfected, superior, and prior to the rights of all Stock third persons, now existing or hereafter arising, upon the filing of each Subsidiary a UCC-1 financing statement (with respect to all Collateral which may be perfected by the filing of a UCC-1 financing statement). All of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, Collateral is intended for use solely in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankObligors’ respective businesses. (b) All Indebtedness Schedule 5.8(b) sets forth all of the Borrower and each Subsidiary Credit Parties’ insurance policies in effect as of the Borrower that Closing Date and sets forth as to each such policy (as applicable), in summary form, the type of insurance provided by such policy, the underwriter thereof, the maximum coverage provided thereunder, the deductible applicable thereto, and a brief description of any non-customary term as set forth therein. Each of such policies is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 currently in aggregate principal amount, be evidenced by one or more global promissory notes effect and shall all premiums thereon have been pledged pursuant paid 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 blankdate. (c) All documents and instrumentspatents, including Uniform Commercial Code or other applicable personal property and financing statementspatent applications, reasonably requested by the Collateral Agent to be filedtrademarks, 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 bytrademark applications, and with the priority required byservice marks, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇service m▇▇▇ permitted hereunder. (d) Holdings applications, copyrights, copyright applications, design rights, trade names, assumed names, trade secrets and licenses owned or utilized by Obligors on the Borrower shall deliver Closing Date and necessary for and material to the Collateral Agent a completed Perfection Certificate, executed operation of Obligors’ respective businesses are set forth on Schedule 5.8(c) attached hereto and delivered by an Authorized Officer of Holdings made part hereof; are valid and the Borrower, together have been duly registered or filed with all attachments contemplated thereby. Notwithstanding anything appropriate Governmental Entities; and constitute all of the intellectual property rights which are necessary for and material to the contrary herein, with respect operation of its business; there is no objection to any security documents relating to real property or pending challenge to the extent constituting Collateral, to the extent that validity of any such security interest material patent, trademark, copyright, design right, trade name, trade secret or license and no Obligor is not so granted and/or perfected on or prior to the Conversion Dateaware of any grounds for any challenge, 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 except as may be required to grant set forth in Schedule 5.8(c) attached hereto and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionmade part hereof.

Collateral. 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 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 or before the Perfection Date, (a) All outstanding Stock execute and deliver to CRIL, and file and record with any necessary filing offices, the Perfection Documents for the purpose of further establishing and perfecting CRIL’s Rights in and to the Collateral and as notice to third parties that the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower has conveyed any interest that it may have in or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that Collateral, and shall provide CRIL with executed copies of such Credit Parties shall not be required to pledge any Excluded Stock Perfection Documents and Stock Equivalents) evidence of such filing and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer record; and undated stock powers endorsed in blank. (b) All Indebtedness deliver to CRIL opinion(s) 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 legal counsel 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 jurisdiction where any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none material portion of the Collateral shall be subject to any other pledgesis located, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to stating that the Collateral Agent a completed Perfection Certificate, executed is validly secured in favor of CRIL. Without limiting the generality of the foregoing and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding notwithstanding anything to the contrary herein, CRIL may at any time after the Perfection Date file with respect to any security documents relating to real property necessary filing offices the Perfection Documents for the purpose of perfecting CRIL’s Rights in and to the extent constituting Collateral, Collateral and as notice to third parties that the Borrower has conveyed any interest that it may have in or to the extent that any such Collateral. As soon as CRIL shall have received the full amount due to it under this Agreement, the security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionunder this Section 2 will terminate.

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

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

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

Collateral. (a) All outstanding Stock In order to secure the due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Securities, the Issuers have entered into the Security Documents to create the Note Liens on the Collateral in accordance with the terms thereof. Pursuant to the provisions of the Borrower directly owned by Security Documents, the Borrower or any Subsidiary GuarantorIntercreditor Agreement and this Indenture, in each case, as the rights and remedies of the Conversion Date, Trustee and the Holders of the Securities in the Collateral shall have been pledged pursuant be junior and subject to the Pledge Agreement (except rights and remedies of the holders of the First Priority Liens and other Liens that such Credit Parties shall not be required have priority over the Note Liens to pledge any Excluded Stock the extent permitted by this Indenture and Stock Equivalents) senior and prior to the rights and remedies of the 91/2% Senior Second Secured Notes due 2010 in accordance with the terms of the Security Documents and the Collateral Representative Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Security Documents, the Security Documents shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankcontrol. (b) All Indebtedness Each Holder of a Security, by accepting such Security, (i) agrees to all of the Borrower terms and each Subsidiary provisions of the Borrower Security Documents and the Intercreditor Agreement, (ii) acknowledges that is owing all First Priority Lien Obligations include, without limitation, any interest that accrues after the commencement of any case, proceeding or other action relating to the Borrower bankruptcy, insolvency, reorganization or similar proceeding of the Company or any of its Subsidiaries at the contractual rate of interest provided for in the respective documentation for such First Priority Lien Obligations, whether or not a Subsidiary Guarantor shallclaim for such post-petition interest is allowed in any such proceeding or under applicable law, and (iii) authorizes the Trustee to enter into the Security Documents and the Intercreditor Agreement and, unless violative of the provisions hereof and thereof, to the extent exceeding $10,000,000 in aggregate principal amountexecute any and all documents, amendments, waivers, consents, releases or other instruments required (or authorized) to be evidenced executed by one or more global promissory notes and shall have been pledged it pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankterms thereof. (c) All documents The Issuers shall not, and instrumentsshall not cause or permit any of their Domestic Subsidiaries to, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by intentionally grant a Lien on any of its Collateral to the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for under t▇▇ ▇▇▇▇▇▇▇▇ permitted hereunder. (d) Holdings and Documents for the Borrower shall deliver to benefit of the lenders under the Credit Agreement unless a Note Lien is created in favor of the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer for the benefit of Holdings the Trustee (on behalf of the Trustee and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to Holders of the contrary herein, Securities) with respect to any security documents relating to real such property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionassets.

Collateral. The Obligations, Hedging Liability, and Bank Product Liability shall be secured by (a) All outstanding Stock valid, perfected, and enforceable Liens of the Borrower directly owned by Holdings Administrative Agent on all right, title, and all Stock interest of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary and each Guarantor, in all Ownership Interests held by such Person in each caseof its Subsidiaries, as whether now owned or hereafter formed or acquired, and all proceeds thereof (provided that Liens on Ownership Interests of Excluded Subsidiaries shall be limited to 65% of the Conversion DateOwnership Interests issued by first-tier Excluded Subsidiaries), shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallin all personal property, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreementfixtures, and the Collateral Representative shall have received all such promissory notesreal estate, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code whether now owned or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered hereafter acquired or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required byarising, and with all proceeds thereof, other than Excluded Collateral and other than the priority required byreal property set forth on Schedule 4.1 attached hereto (collectively, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for “▇▇▇▇▇▇▇▇ permitted hereunder. Properties”); provided, however, that: (di) Holdings and the Borrower shall deliver Lien of the Administrative Agent on Property subject to the Collateral Agent a completed Perfection CertificateCapital Lease or conditional sale agreement or subject to a purchase money lien, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property in each instance to the extent constituting Collateralpermitted hereby, shall be subject to the extent that any such security interest is not so granted and/or perfected on rights of the lessor or prior to the Conversion Datelender thereunder, then Holdings (ii) until a Default or Event of Default exists and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be thereafter until otherwise required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent or the Required Lenders, Liens on local ▇▇▇▇▇ cash deposit accounts maintained by any Borrower and its Subsidiaries in its sole discretionproximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected, exclusive of Excluded Collateral, shall not exceed U.S. $250,000 in the aggregate, and (iii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed U.S. $1,000,000 in the aggregate.

Collateral. (a) All outstanding Stock a. The power to effect the sale of the Borrower directly owned by Holdings and Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, Collateral shall have been pledged pursuant 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 Pledge Agreement (except that time and place of such Credit Parties sale. b. Unless required by applicable law, the Indenture Trustee shall not be required sell to pledge a third party the Collateral, or any Excluded Stock and Stock Equivalentsportion thereof except as permitted under Section 6.3(d) 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 blankhereof. (b) All Indebtedness c. In connection with a sale 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 Collateral: i. any one or more global promissory notes Noteholders may bid for and shall have been pledged pursuant to purchase the Pledge Agreementproperty 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 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 Collateral Representative Notes, in case the amounts so payable thereon shall have received all be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such promissory notes, together with instruments partial payment; ii. the Indenture Trustee shall execute and deliver an appropriate instrument 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 conveyance prepared by the Servicer transferring the Issuer's interest in the Collateral Agent without recourse, representation or warranty in any portion of the Collateral in connection with a sale thereof; iii. the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to be filedtransfer and convey the Issuer's interest in any portion of the Collateral in connection with a sale thereof, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect take all action necessary to effect such Liens sale; iv. no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the extent required byapplication of any moneys; and v. the method, manner, time, place and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none terms of any sale of the Collateral shall be subject to any other pledgescommercially reasonable; and vi. except as set forth in Section 5.3(b)(iv), security interests none of Silverleaf or mortgages, except its Affiliates may bid for ▇▇▇▇▇ permitted hereunder. (d) Holdings and purchase the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to Timeshare Loans offered for sale by the Administrative Agent Indenture Trustee in its sole discretionSection 6.16(c)(i).

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

Collateral. Subject to the time periods set forth in Sections 5.12 and 6.07 for executing Security Documents in connection with a new Material Subsidiary or other Investment, the time periods set forth in Section 3.01(a)(ii) with respect to satisfying certain conditions precedent related to Ownership Interests in Persons domiciled outside the United States, and the provisions set forth in Section 5.13, the Parent, the Borrower and the Subsidiaries (a) All outstanding Stock of will cause at all times the Borrower directly owned by Holdings and all Stock of each Subsidiary of Administrative Agent to have an Acceptable Lien in the Borrower directly owned by the Borrower or any Subsidiary GuarantorCollateral, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness will cause at all times all material provisions of the Borrower Security Documents to be valid and each Subsidiary of binding on 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 Persons executing such Security Documents 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 shall execute 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, re-execute such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, Documents and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent shall reasonably request in its sole discretionorder for the Administrative Agent to maintain or create an Acceptable Lien in the Collateral, including without limitation any Collateral acquired by the Borrower, the Parent, or any of the other Guarantors after the Closing Date. Without limiting the foregoing, on the Closing Date the Parent will grant to the Administrative Agent an Acceptable Lien in the Parent’s Ownership Interests in the Borrower at the time of granting such Acceptable Lien and thereafter maintain such Acceptable Lien. Notwithstanding the foregoing, upon request of the Borrower to the Administrative Agent, the Administrative Agent will release from the Liens of the Security Documents in conjunction with any repayment of Advances required under this Agreement in connection therewith (a) the Property which is the subject of a Permitted Asset Disposition and (b) any Hotel Property and the Ownership Interests in the Permitted Other Subsidiary which owns such Hotel Property in connection with the incurrence of Permitted Other Indebtedness to be secured by such Collateral. If the Property released in connection with any such Permitted Asset Disposition includes all or substantially all of the Ownership Interests in a Guarantor, or if a Permitted Other Subsidiary incurring Permitted Other Indebtedness is a Guarantor, then, upon request of the Borrower to the Administrative Agent, at the time of such Permitted Asset Disposition or the incurrence of such Permitted Other Indebtedness, as applicable, the Administrative Agent shall release such Guarantor from the Guaranty and the other Credit Documents to which such Guaranty is a party.

Collateral. To secure full and complete payment and performance of the Secured Obligations, the Borrower shall execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described in this Section 6.14 (which, together with any other property and collateral which may now or hereafter secure the Secured Obligations or any part thereof, is sometimes herein called the “Collateral”): (a) All outstanding Stock The Borrower will, and will cause each of its Material Domestic Subsidiaries to, grant to the Administrative Agent, for the benefit of the Borrower directly owned Secured Parties, a first priority security interest (subject only to Permitted Liens) in all of its Accounts, chattel paper, instruments, documents, books, records, letter-of-credit rights, Inventory, machinery, equipment, Rolling Stock, financial assets, investment property, contract rights, deposit accounts, trademarks, patents, copyrights, other material intellectual property, payment intangibles, other general intangibles, commercial tort claims, Real Property and fixtures (but only to the extent proposed by Holdings and all Stock of each Subsidiary of the Borrower to be, and qualified as, Eligible Real Property), 100% of Equity Interests in its Material Domestic Subsidiaries and 66% of Equity Interests in Foreign Subsidiaries owned directly owned by the Borrower or any Subsidiary GuarantorDomestic Subsidiary, in each case, as of and other personal property subject to the Conversion Date, shall have been pledged Lien granted pursuant to the Pledge Security Agreement, whether now owned or hereafter acquired, and all products and cash and non-cash proceeds thereof, pursuant to the Security Agreement or, in the case of Real Property and fixtures, a Real Property Mortgage, provided in all cases that, notwithstanding anything to the contrary herein or in the other Loan Documents, (except i) perfection and priority in such collateral shall be limited to the extent that perfection may be obtained (A) by the filing of a centralized UCC-1 financing statement, (B) by patent, trademark or copyright office filings in the United States of America (provided, that following the Closing Date the Administrative Agent shall only perfect its security interest in after-acquired patents, trademarks and copyrights to the extent such Credit Parties intellectual property is material to the business of any Loan Party as reasonably determined by such Loan Party), (C) by possession and indorsement of stock certificates, chattel paper and instruments, (D) automatically pursuant to the UCC, (E) by entering into deposit account or securities account control agreements, (F) by the filing of UCC-1 financing statements on Aggregates constituting as-extracted collateral in the applicable real property records, (G) by compliance with the procedures set forth in any applicable certificate of title statutes for perfecting a Lien on Rolling Stock, including the notation of the Administrative Agent’s Lien on the certificates of title therefor, but only to the extent authorized under Section 6.14(c), (H) in the case of locomotives and railcars, by the filing of a mortgage or security agreement with the Surface Transportation Board of the U.S. Department of Transportation, and (I) in the case of Real Property and fixtures, by the filing of Real Property Mortgages in the applicable real property records, and (ii) the security interest shall not cover (A) any fixtures or Real Property other than those proposed by the Borrower to be required Eligible Real Property, (B) any assets subject to pledge a Lien permitted by clause (g) of the definition of “Permitted Liens”, or (C) any Excluded Stock assets with respect to which there are effective and Stock Equivalentsenforceable legal restrictions against the granting of a security interest therein. Notwithstanding clause (i)(F) and above to the Collateral Representative contrary, the Administrative Agent will not perfect its Lien on Aggregates constituting as-extracted collateral by the filing of financing statements in the applicable real property records until the first to occur of an Event of Default, Availability is less than $60,000,000, or notice of a transaction described in clause (b) below (in which case the Administrative Agent shall have received all certificates, if any, representing such securities pledged under only perfect its Lien on Aggregates constituting as-extracted collateral located at the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankrelevant property). (b) All Indebtedness of the The Borrower shall, and shall cause each Subsidiary of to, provide 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, Administrative Agent and the Collateral Representative Agents with not less than 30 days prior written notice of its intention to ▇▇▇▇▇ ▇ ▇▇▇▇ securing Debt (other than the Obligations) on the Mill Creek, Bridgeport, Midlothian, Hunter or Oro Grande plants or any other Real Property at which Aggregates with a Value equal to or exceeding $5,000,000 are located, which notice shall have received all include a legal description of such promissory notes, together with instruments Real Property and the name of transfer with respect thereto endorsed the fee owner thereof. Neither the Borrower nor any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ described in blankthe preceding sentence until after such time as the Administrative Agent has filed a UCC-1 financing statement in the applicable real property records perfecting its Lien in any Aggregates constituting as-extracted collateral that are mined or extracted from such real estate. (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 To the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver and its Subsidiaries from time to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) time after the Conversion Closing Date or such longer period of time as may be agreed acquire additional locomotive and railcars, they shall give prompt notice thereof to by the Administrative Agent and Collateral Agents and shall provide to the Administrative Agent additional mortgages and security agreements (or amendments or supplements to previous mortgages and security agreements) describing such additional locomotives and railcars and in its sole discretion.form and substance satisfactory to the Administrative Agent for filing with the Surface Transportation Board of the U.S.

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

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

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

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

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

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative The Administrative Agent shall have received all certificatesthe following: (i) UCC financing statements for each appropriate jurisdiction as is necessary, if anyin the Administrative Agent’s reasonable discretion, representing such securities pledged to perfect the Administrative Agent’s security interest in the Collateral; (ii) to the extent required under the Pledge Agreementlaws of the relevant jurisdiction for perfecting (or achieving the required priority with respect to) a security interest in Equity Interests pledged as Collateral for the Obligations (or any portion thereof), accompanied all certificates evidencing such Equity Interests (which, in the case of security interests whose perfection is governed by instruments Article 8 of transfer the UCC, shall be limited to those that constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC) that are issued by any Subsidiary of Parent and that are pledged to the Administrative Agent pursuant to any Collateral Document together with duly executed in blank, undated stock powers endorsed in blank.attached thereto; (biii) All Indebtedness evidence of the Borrower completion of all other recordings and each Subsidiary filings of, or with respect to, any Collateral Document as may be required pursuant to such Collateral Document and necessary or, in the reasonable opinion of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallAdministrative Agent, desirable, to perfect 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 security interests intended to be created by any Security Document the Collateral Documents; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the security interests purported to be executed on created by the Conversion Date Collateral Documents and that are required to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered be taken pursuant to the Collateral Representative in proper form for filingDocuments have been taken; provided that, registration or recording and none of notwithstanding the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralforegoing, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement (or the equivalent thereof in any applicable jurisdiction), or (B) taking delivery and possession of a stock certificate of each Borrower and each direct and indirect holding company thereof (other than the Parent), as well as each material direct or indirect wholly-owned Domestic Subsidiary of the Company (other than a Foreign Holdco) (provided that any such certificates of the Target and its material wholly-owned domestic Restricted Subsidiaries will be required to be delivered on the Closing Date only to the extent received from Target after the Company’s use of commercially reasonable efforts to do so), if the perfection of the Administrative Agent’s security interest is in such Collateral may not so granted and/or perfected on or be accomplished prior to the Conversion DateClosing Date after the Company’s use of commercially reasonable efforts to do so and without undue burden and expense, then Holdings and the Borrower each agrees to deliver or cause to be delivered perfection of the security interest in such documents and instrumentsCollateral shall not constitute a condition precedent under this Section 5.01(l) but, and take or cause to be taken such other actions as instead, may be required to grant and perfect such security interests, on or prior to the date that is 120 accomplished within 90 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Closing Date or such longer period of time as (which date may be agreed to extended by the Administrative Agent in its sole reasonable discretion).

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium, if any, representing such securities pledged including Principal Premium, interest, if any, on the Notes and amounts due hereunder and under the Pledge AgreementNote Guarantees when and as the same shall be due and payable, accompanied whether on a Payment Date, by instruments acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, including Principal Premium, and interest (to the extent permitted by law), if any, on the Notes and the performance of transfer all other obligations of the Issuer Trust and undated stock powers endorsed the Guarantors to the Holders or the Indenture Trustee under this Indenture, the Note Guarantees and the Notes shall be secured on the Closing Date by the Collateral as provided in blankthe Security Documents. The Indenture Trustee, the Issuer Trust and the Guarantors hereby acknowledge and agree that the Collateral Agents hold the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of the Security Documents. (b) All Indebtedness The Indenture Trustee, each Holder and each other Secured Party hereby designates and appoints each Collateral Agent (which designation and appointment, in the case of the Borrower Onshore Collateral Agent, shall be deemed as a comisión mercantil granted in accordance with Articles 273 and 274 of the Mexican Commerce Code (Código de Comercio)), as applicable as its agent under this Indenture and the Security Documents (in the case of the Onshore Collateral Agent, in terms of the provisions of Book Two, Title Three, Chapter I of the Mexican Commerce Code (Código de Comercio)). Each Holder and owner of a beneficial interest in the Notes, by its acceptance of Notes, consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended from time to time in accordance with its respective terms, and authorizes and directs the Indenture Trustee and the Collateral Agents to (i) enter into this Indenture and each Subsidiary applicable Security Document, (ii) perform its obligations and exercise its rights thereunder in accordance therewith and (iii) take such action on its behalf under the provisions of this Indenture and the Security Documents to which it is a party and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Indenture and the Security Documents to which it is a party, together with such other powers as are reasonably incidental thereto. The Issuer Trust and the Guarantors shall do or cause to be done all such acts and things as may be necessary or proper or as may be required by the provisions of the Borrower that is owing Security Documents and applicable law, to assure and confirm to the Borrower Indenture Trustee and the Collateral Agents the security interests in the Collateral contemplated hereby, by the Security Documents or a Subsidiary any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Secured Parties. If required for the purpose of meeting the legal requirements of any jurisdiction of organization of the Issuer Trust or any Guarantor shallof any Collateral may at the time be located, the Issuer Trust shall have the power to the extent exceeding $10,000,000 in aggregate principal amountappoint, be evidenced by and shall take all reasonable action to appoint, one or more global promissory notes and shall have been pledged pursuant Persons 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 act as co-Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting such Collateral, with such rights and powers limited to those deemed necessary for the extent that Issuer Trust, the Indenture Trustee or the Collateral Agents to comply with any such security interest is legal requirements with respect to such Collateral, and which rights and powers shall not so granted and/or perfected on be inconsistent with the provisions of this Indenture or prior to the Conversion Date, then Holdings Notes. The Issuer Trust and the Borrower each agrees to deliver or cause to be delivered such documents Guarantors shall prepare and file any financing statement, continuation statement and all other instruments, and take all other actions, required pursuant to this Indenture and the Security Documents. The Issuer Trust shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, the Notes, the Security Documents and any amendments hereto or cause to be taken such thereto and any other actions as may be instruments of further assurance required to grant and perfect such security interests, on pursuant hereto or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereto.

Collateral. The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all capital stock or other equity interests held by such Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and by valid, perfected (subject to the proviso appearing at the end of this sentence) and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all accounts and account receivables, notes and note receivables, contract rights, instruments, documents, chattel paper, general intangibles (including, without limitation, patents, trademarks, tradenames, copyrights, and other intellectual property rights), investment property, deposit accounts, inventory, machinery and equipment, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (a) All outstanding Stock Liens need be granted on leasehold interests in nursing home properties leased by the Borrower or any of its Subsidiaries on the date of this Agreement, other than the Snukal Properties, to the extent the owner of the Borrower directly owned relevant Property fails to consent to the leasehold mortgage requested by Holdings the Agent or refuses to consent thereto without payment of a fee (other than a de minimus fee in the nature of a processing fee and/or an agreement to pay all costs and all Stock of each Subsidiary expenses of the consenting party), but only so long as the Borrower directly owned and the relevant Subsidiaries have and continue at all times to use their commercially reasonable efforts to obtain such consents and such efforts fail (the Borrower hereby agreeing to provide the Agent on a monthly basis a status report as to outstanding consents and the efforts made to date to obtain the same), (b) the Lien of the Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien in each instance permitted hereby shall be subject to the rights of the lessor or lender thereunder, (c) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Agent or the Required Banks, (i) Liens on deposit accounts maintained by the Borrower or any Subsidiary Guarantor, in each case, as of with financial institutions other than the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall Lenders need not be required to pledge perfected provided the total value of such property at any Excluded Stock and Stock Equivalentsone time not so perfected does not exceed $500,000 in the aggregate, (ii) and a Lien on the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is note receivable owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇▇▇ permitted hereunder. ▇▇▇▇▇ in the principal amount not exceeding $2,600,000 need not be perfected, (diii) Holdings and Liens on note receivables need not be perfected provided the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer total value of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to such property at any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is one time 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 does not exceed $500,000 in the case aggregate, (iv) Liens on vehicles which are subject to a certificate of Collateral consisting title law need not be perfected provided that the total value of mining properties) after the Conversion Date or such longer period of property at any one time as may be agreed to by the Administrative Agent in its sole discretion.not so

Collateral. (a) All outstanding Stock Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) cause all of its owned property (subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will cause the Applicable Pledge Percentage of the issued and all outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorother Credit Party to be subject at all times to a first priority, perfected Lien in each case, as favor of the Conversion DateAdministrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall have been pledged be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages shall be required hereunder to the Pledge Agreement (except extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until February 20, 2012 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; and (4) no Liens or Mortgages on any Fee Owned Real Property shall not be required hereunder to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under extent the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Borrower is in blankcompliance with the Mortgage Requirement. (b) All Indebtedness The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each Subsidiary other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (ii) notwithstanding the foregoing clause (i), no re-granting of the Borrower that is owing to security interests in and the Liens on the Collateral will be required if the Borrower receives Ratings of BBB (stable or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one better outlook) or more global promissory notes higher from S&P and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. Baa2 (cstable or better outlook) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for from ▇▇▇▇▇ permitted hereunder▇’▇. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock With respect to any property in which Holdings or any of its Subsidiaries now or hereafter has any interest (other than (w) any property described in paragraph (b), or (c) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), and (y) any property with respect to which the Administrative Agent determines, in its sole discretion, that the value of the Borrower directly owned by Holdings and all Stock perfection of each Subsidiary a security interest in such property would not justify the cost of perfecting a security interest therein) as to which the Administrative Agent, for the benefit of the Borrower directly owned Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Borrower Guarantee and Collateral Agreement or any Subsidiary Guarantorby law or as may be requested by the Administrative Agent. Notwithstanding the foregoing, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties Quebec Subsidiaries shall not be required to pledge any Excluded Stock execute and Stock Equivalentsdeliver the Guarantee and Collateral Agreement so long as on or before June 30, 2003, either (a) each Quebec Subsidiary merges or consolidates with or into IFCO Canada, and IFCO Canada is the continuing or surviving corporation or (b) each Quebec Subsidiary (i) transfers all of its assets to IFCO Canada, (ii) ceases doing business, and (iii) thereafter owns no assets. In the event, the Quebec Subsidiaries have not merged or consolidated with, or transferred all of their assets to, IFCO Canada on or before July 31, 2003, Borrower and Holdings shall cause each Quebec Subsidiary to promptly (i) execute and deliver the Guarantee and Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments (ii) take such other steps as the Adminstrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of transfer the Lenders, a security interest in all property of such Quebec Subsidiary, and undated stock powers endorsed (iii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in blankall property of such Quebec Subsidiary. (b) All Indebtedness With respect to any fee interest in any real property now or hereafter owned by Holdings or any of its Subsidiaries (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) or (y) any such real property that the Administrative Agent determines, in its sole discretion, is de minimis in value), promptly (i) execute and deliver a first priority Mortgage, in favor of the Borrower and each Subsidiary Administrative Agent, for the benefit of the Borrower that is owing Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Borrower purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as 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 notescurrent ALTA survey thereof, together with instruments a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of transfer with respect thereto endorsed trust, each of the foregoing in blankform and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) All documents With respect to any new Subsidiary created or acquired after the Closing Date by Holdings, or any of its Subsidiaries, promptly (i) execute and instrumentsdeliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is in certificated form), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other applicable personal property by law or as may be requested by the Administrative Agent and financing statements(C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit G, with appropriate insertions and attachments, and (iv) if reasonably requested by the Collateral Agent to be filedAdministrative Agent, 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 deliver to the extent required byAdministrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and with the priority required byfrom counsel, such Security Document shall have been delivered reasonably satisfactory to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderAdministrative Agent. (d) With respect to all Indebtedness of Holdings and to any Subsidiary or of Borrower or any Subsidiary Guarantor to Holdings or any other Subsidiary, (i) such Indebtedness shall be evidenced by the Borrower shall deliver Intercompany Notes in form satisfactory to the Collateral Agent a completed Perfection CertificateAdministrative Agent, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything (ii) such Indebtedness shall be subject 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 in the Conversion Date, then Holdings Guarantee and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentsCollateral Agreement, 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 propertiesiii) each Intercompany Note executed after the Conversion Closing Date or such longer period of time as may shall be agreed promptly delivered to by the Administrative Agent in its sole discretionsuitable form for transfer by delivery with endorsement in favor of the Administrative Agent.

Collateral. (a) All outstanding Stock The Parent and the Borrower shall, and shall cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) 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 Collateral Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral (except as to Non-Perfected Collateral), including, without limitation, but subject to the limitations contained in the definition of Collateral, the Equity Interests of the Borrower directly owned by Holdings and all Stock each of each Subsidiary its direct and indirect Restricted Subsidiaries and the direct and indirect Restricted Subsidiaries of the Borrower directly and the Parent. (b) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) 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 perfected on all Collateral other than Non-Perfected Collateral and (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 Guarantorin 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, in and shall cause each case, Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) 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 Conversion DateAdministrative Agent for the benefit of the Secured Parties, shall have been pledged arising pursuant hereto and pursuant to the Pledge Agreement Agreements and Security Agreements as first Liens (except as to Non-Perfected Collateral), and to insure that such Credit Parties shall not be required to pledge any Excluded Stock the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and Stock Equivalents) and first Lien on all of the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness other than Non-Perfected Collateral of the Borrower and each Subsidiary of its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries 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 Parent; provided, however, that no such action shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days Liens in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionNon-Perfected Collateral.

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

Collateral. (a) All outstanding the Administrative Agent’s receipt of copies of recent Lien, tax and judgment searches in each jurisdiction and/or office reasonably requested by the Administrative Agent with respect to the Credit Parties; (b) all Capital Stock of the Borrower directly owned by Holdings and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, case as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsCapital Stock) and the Collateral Representative Agent shall have received all certificates, if any, any (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.-154- #95203802v2296160609v3 #96160609v5 (bi) All except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the Borrower and each Subsidiary of the Borrower $10,000,000 (individually) that is owing to the Borrower or a any Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, shall be evidenced by one or more global a promissory notes note and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. ; (cii) All all Indebtedness of the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion); and (d) all documents and instruments, including Uniform Commercial Code UCC or other applicable personal property security financing statements and financing statementsIntellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed Documents on the Conversion Date Collateral owned by the Borrower and to the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Representative Agent in proper appropriate form for filing, registration or recording under the UCC and none of with the Collateral shall be subject to any other pledgesUnited States Patent and Trademark Office or the United States Copyright Office, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderas applicable. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock Except with regard to Liens on Equipment constituting ---------- Fixtures, any reserved rights of the Borrower directly owned by Holdings United States government as required under law, Liens upon Trademarks and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary GuarantorTrademark Licenses and Patents and Patent Licenses, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallwhich Liens, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced not otherwise perfected by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and filing of financing statements under the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code in accordance with the Security Documents, would, or in the case of Trademark Licenses and Patent Licenses may, be perfected upon filing and acceptance thereof in the United States Patent and Trademark Office, Liens on uncertificated securities, Liens on Collateral the perfection of which requires filings in or other applicable personal property and financing statementsactions under the laws of jurisdictions outside of the United States of America, reasonably requested by any State, territory or dependency thereof or 118 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 byDistrict of Columbia, and with Liens on Contracts or Accounts on which the priority required byUnited States of America or any department, such Security Document shall have been agency, or instrumentality thereof is the obligor, and except for the claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Collateral Representative Administrative Agent by the Borrower on the Closing Date in the jurisdictions listed on Schedule 6.1(j) (which financing statements are in proper form for filingfiling in such jurisdictions) (and the recording of the Borrower Patent Security Agreement and the Borrower Trademark Security Agreement as set forth therein, registration or recording and none the making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the Closing Date) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and, to the extent provided therein, perfected security interests in the collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Collateral shall Agent for the ratable benefit of the Lenders, which Liens will be subject prior to any all other pledges, security interests or mortgagesLiens of all other Persons, except for ▇▇▇▇▇ Liens permitted hereunder. (d) Holdings and the Borrower shall deliver pursuant to the Collateral Agent a completed Perfection CertificateLoan Documents (including, executed without limitation, those permitted to exist pursuant to subsection 8.3), and delivered by an Authorized Officer of Holdings and the Borrower, together with which Liens are enforceable as such as against all attachments contemplated thereby. Notwithstanding anything to the contrary herein, other Persons (except (i) with respect to any security documents relating to real property to the extent constituting CollateralTrademarks, Trademark Licenses, Patents and Patent Licenses, to the extent that any such security interest is not so granted and/or perfected on the recording of an assignment or prior other transfer of title thereto to the Conversion DateCollateral Agent in the United States Patent and Trademark Office may be necessary for such enforceability and (ii) with respect to goods only, then Holdings buyers in the ordinary course of business to the extent provided in Section 9- 307(1) of the Uniform Commercial Code as from time 119 to time in effect in the applicable jurisdiction), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSecurity Agreement.

Collateral. To secure full and complete payment and performance of the Obligations, the Borrower shall execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described in this Section 2.14 (which, together with any other property and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the “Collateral”): (a) All outstanding Stock The Borrower will, and will cause each of its Domestic Subsidiaries to, grant to Administrative Agent, for the benefit of the Borrower Secured Parties, a security interest in all of its accounts, chattel paper, instruments, documents, books, records, letter-of-credit rights, inventory, machinery, equipment, financial assets, investment property, contract rights, deposit accounts, material trademarks, material patents, material copyrights, other material intellectual property, payment intangibles, other general intangibles, commercial tort claims, 100% of Equity Interests in its Domestic Subsidiaries (other than TXI Capital Trust I) and 66% of Equity Interests in Foreign Subsidiaries owned directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary GuarantorDomestic Subsidiary, in each case, as of and other personal property subject to the Conversion Date, shall have been pledged Lien granted pursuant to the Pledge Agreement Security Agreement, whether now owned or hereafter acquired, and all products and cash and non-cash proceeds thereof, pursuant to the Security Agreement, provided in all cases (except i) perfection in such collateral shall be limited to the extent that such Credit Parties perfection may be obtained by (w) the filing of a centralized UCC-1 financing statement, (x) patent, trademark or copyright office filings or (y) possession of stock certificates and (ii) the security interest shall not be required cover any assets with respect to pledge any Excluded Stock which there are effective and Stock Equivalents) and enforceable legal restrictions against the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments granting of transfer and undated stock powers endorsed in blanka security interest therein. (b) All Indebtedness The Borrower will, and will cause each of the Borrower Guarantors to execute 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 deliver 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 cause to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such further documents and instrumentsinstruments as Administrative Agent, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion, deems necessary or desirable to evidence and perfect its Liens in the Collateral.

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

Collateral. Except with regard to (i) Liens on equipment constituting fixtures, (ii) any reserved rights of the United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (a) All outstanding Stock such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (b) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Parent Borrower directly owned by Holdings and all Stock its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of each Subsidiary which requires filings in or other actions under the laws of jurisdictions outside of the Borrower directly owned by United States of America, any State, territory or dependency thereof or the Borrower District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or Accounts on which the United States of America or any Subsidiary Guarantordepartment, agency, or instrumentality thereof is the Obligor, (vii) Liens on proceeds of Accounts, until transferred to or deposited in each casethe Collateral Proceeds Account, and (viii) the claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Conversion DateUniform Commercial Code of the applicable jurisdiction, shall have been pledged pursuant upon filing of the financing statements delivered to the Pledge Agreement Administrative Agent by Holding, the Parent Borrower and its Subsidiaries on the Effective Date in the jurisdictions listed on Schedule 5.14 (except that which financing statements are in proper form for filing in such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalentsjurisdictions) and the recording of the Mortgages (and the recording of the Guarantee and Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied and the making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the Effective Date) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by instruments of transfer possession, the Liens created pursuant to each Security Document, when executed and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shalldelivered, will constitute valid Liens on and, to the extent exceeding $10,000,000 provided therein, perfected security interests in aggregate principal amountthe collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Administrative Agent for the ratable benefit of the Lenders, which Liens will be evidenced by one or more global promissory notes and shall have been pledged prior to all other Liens of all other Persons, except for Liens permitted pursuant to the Pledge AgreementLoan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3), and the Collateral Representative shall have received which Liens are enforceable as such as against all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. other Persons (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary hereinexcept, with respect to any security documents relating to real property goods only, buyers in the ordinary course of business to the extent constituting Collateralprovided in Section 9-307(1) of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction), 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 except as enforceability may be required to grant limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and perfect such security interestsby general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. Notwithstanding any other provision of this Agreement, on or prior to the date that is 120 days (or 180 days capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionapplicable Security Document.

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

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

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Capital Stock of each Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, case as of the Conversion Closing Date, shall have been pledged pursuant to the applicable Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsCapital Stock) and the Collateral Representative Agent shall have received all certificates, if any, representing such securities pledged under the applicable Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (bi) All Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the Borrower and each Subsidiary of the Borrower $5,000,000 (individually) that is owing to the Borrower or a any Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, shall be evidenced by one or more global a promissory notes note and shall have been pledged pursuant to the applicable Pledge Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (cii) All Indebtedness of the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note or a promissory note in form and substance satisfactory to the Collateral Table of Contents Agent, which Intercompany Note or promissory note, as applicable, shall be executed and delivered by the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date and shall have been pledged pursuant to the applicable Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note or promissory note, as applicable, together with undated instruments of transfer with respect thereto endorsed in blank; (b) All documents and instruments, including Uniform Commercial Code UCC or other applicable personal property security financing statements and financing statementsIntellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed Documents on the Conversion Date Collateral owned by the Borrower and to the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Representative Agent in proper appropriate form for filing, registration or recording under the UCC, with the United States Patent and none of the Collateral shall be subject to any other pledges, security interests Trademark Office or mortgages, except for ▇▇▇▇▇ permitted hereunderUnited States Copyright Office. (dc) Holdings and the Borrower The Administrative Agent shall deliver to the Collateral Agent have received a completed Perfection Certificate, executed dated as of the Closing Date and delivered signed by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

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

Collateral. (a) All outstanding Stock equity interests in whatever form of the Borrower and each Restricted Subsidiary (except those to be provided pursuant to Section 9.17(c)) directly owned by Holdings or on behalf of any Credit Party and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that such Credit Parties the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Excluded Stock and Stock EquivalentsForeign Subsidiary) and the Collateral Representative Agent shall have received all certificates, if any, certificates representing such securities pledged under the Pledge AgreementAgreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blankblank (except those to be delivered pursuant to Section 9.17(c)). (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed on the Conversion Date Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been filed, registered or recorded or delivered to the Collateral Representative in proper form Agent for filing, registration or recording and none (except those to be filed, registered, recorded or delivered pursuant to Section 9.17(c)). (c) The Collateral Agent shall have received, in respect of each Mortgaged Property owned by the Borrower or a Subsidiary Guarantor (except those to be provided pursuant to Section 9.17(c)): a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 or the Collateral shall be subject to any other pledgesAgent, security interests or mortgagestogether with such endorsements, except for ▇▇▇▇▇ permitted hereundercoinsurance and reinsurance as the Collateral Agent may reasonably request. (d) Holdings and the The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Minimum Value of the Borrower directly oil and gas properties owned by Holdings Borrower and its Restricted Subsidiaries, (ii) all Stock Related Assets (to the extent Borrower has requested that the value of such Related Assets be taken into account by Administrative Agent and Required Banks for purposes of establishing the Borrowing Base), and (iii) one hundred percent (100%) of the issued and outstanding Equity of each Restricted Subsidiary of Borrower. On the Closing Date, Borrower directly owned shall (A) deliver to Administrative Agent for the ratable benefit of each Bank, Mortgages and Assignment and Amendments to Mortgages in form and substance acceptable to Administrative Agent and duly executed by the Borrower or any Subsidiary Guarantorand/or its Restricted Subsidiaries, in together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each caseduly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in the oil and gas properties and other interests of Borrower and its Restricted Subsidiaries required by this Section 6.1(a), (B) execute and deliver to Administrative Agent (1) a Restricted Subsidiary Pledge Agreement, and (2) such UCC-1 and UCC-3 financing statements as Administrative Agent shall request to fully evidence and perfect the Conversion DateLiens created by such Restricted Subsidiary Pledge Agreement, shall have been pledged and (C) deliver to Administrative Agent (to the extent not previously delivered pursuant to the Pledge Agreement (except that such terms of the Existing Chase Credit Parties shall not be required Agreement) the certificate(s) evidencing the issued and outstanding Equity of SWAT, PBNR and POC, duly endorsed or accompanied by appropriate blank stock powers. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to pledge file any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged necessary financing statements under the Pledge AgreementUniform Commercial Code, accompanied by instruments of transfer and undated stock powers endorsed assignments and/or continuation statements as necessary from time to time (in blankAdministrative Agent’s sole discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) All Indebtedness of On or before each Determination Date after the Closing Date, prior to each Increase, and at such other times as Administrative Agent or Required Banks shall request, Borrower and its Restricted Subsidiaries shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiary of (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Borrower that is owing Liens required by Section 6.1(a) preceding with respect to the Minimum Value of all oil and gas properties and Related Assets acquired by Borrower and its Restricted Subsidiaries subsequent to the last date on which Borrower or a any such Restricted Subsidiary Guarantor shall, was required to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes execute and shall have been pledged deliver Mortgages pursuant to this Section 6.1(b), or which, for any other reason are not the Pledge Agreementsubject of valid, and enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the Collateral Representative shall have received all such promissory notes, together with instruments ratable benefit of transfer with respect thereto endorsed in blankBanks. (c) All documents At any time Borrower or any of its Subsidiaries is required to execute and instrumentsdeliver Mortgages and/or Assignments and Amendments to Mortgages to Administrative Agent pursuant to this Section 6.1, including Uniform Commercial Code Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions, and in each case addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or other applicable personal property appropriate to verify (i) Borrower’s or such Subsidiary’s title to the Minimum Value of the oil and financing statementsgas properties which are subject to such Mortgages, reasonably requested and (ii) the validity, perfection and priority of the Liens created by such Mortgages (as amended by the Collateral Assignments and Amendments to Mortgages, as applicable) and such other matters regarding such Mortgages as Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderreasonably request. (d) Holdings To the extent required by the terms of Section 6.1(a)(iii), Borrower or any Restricted Subsidiary (as applicable) shall execute and the Borrower shall deliver to the Collateral Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, Restricted Subsidiary Pledge Agreement together with (i) all attachments contemplated thereby. Notwithstanding anything certificates (or other evidence acceptable to Administrative Agent) evidencing the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that issued and outstanding Equity of any such security interest is not so granted and/or perfected on Restricted Subsidiary of every class owned by Borrower or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver such Restricted Subsidiary (as applicable) which shall be duly endorsed or cause to be delivered such documents and instrumentsaccompanied by stock powers executed in blank (as applicable), and take (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or cause appropriate to be taken such other actions as may be required to grant grant, evidence and perfect such security interests, on or prior to the date that is 120 days (or 180 days Liens required by Section 6.1(a)(iii) in the case issued and outstanding Equity of Collateral consisting of mining properties) after the Conversion Date or each such longer period of time as may be agreed to by the Administrative Agent in its sole discretionRestricted Subsidiary.

Collateral. (a) All outstanding Stock of Each Person that becomes a Guarantor after the Borrower directly owned Issue Date shall, to the extent required by Holdings this Indenture and all Stock of each Subsidiary of subject to any applicable limitation in this Indenture and any Security Document, also become a party to the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged applicable Security Documents pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) terms of this Indenture and, within the time periods set forth in this Indenture and the applicable Security Documents, shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral Representative on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form delivered on the Issue Date or the date first delivered, as applicable (but no greater scope))), as may be necessary to vest in the Security Agent a perfected first-priority security interest (subject to Liens permitted by Section 4.06, the definition of “Permitted Liens” and the Agreed Security Principles) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary in order to have such property or asset added to the Collateral as required under, and subject to the limitations set forth in the Security Documents and thereupon all provisions of this Indenture relating to the Collateral shall have received be deemed to relate to such properties and assets to the same extent and with the same force and effect. Future Liens granted pursuant to this provision shall be released as set forth in Section 4.06 or Section 11.03, as applicable. In addition, a Lien of a future Guarantor granted pursuant to this Section 4.15 will be deemed to provide by its terms that it shall be automatically and unconditionally released and discharged with the release of such future Guarantor’s Note Guarantee or other assumptions of liability for any Syndicated Facility or capital markets Debt of an Issuer or any Guarantor that required the granting of a Note Guarantee pursuant to Section 4.14 by such future Guarantor. The Trustee and the Security Agent shall each take all certificatesnecessary actions, if any, representing such securities pledged including the granting of releases or waivers under the Pledge Intercreditor Agreement or any Additional Intercreditor Agreement, accompanied by instruments reasonably requested by, and at the cost of, the Issuers to evidence any release of transfer and undated stock powers endorsed a Note Guarantee in blankaccordance with these provisions, subject to customary protections or indemnifications. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank.[reserved] (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to To the extent that any such security interest instrument or deliverable under the Security Documents relating to the Notes is not so granted and/or perfected delivered on or prior to the Conversion DateIssue Date with respect to the Collateral, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentsIssuers will, and take or will cause to be taken the Guarantors to, deliver such other actions as may be required to grant instruments and perfect such security interests, on or prior to deliverables within 60 days from the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) Business Day falling immediately after the Conversion Issue Date or, if longer in accordance with the timelines for delivery of any such instrument or such longer period of time as may be agreed to by deliverable under the Administrative Agent in its sole discretionrelevant Security Document.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the terms hereunder or thereunder, and all other obligations of the Secured Guarantors to the Holders or the Trustee under the Pledge Note Documents are secured as provided in the Notes Collateral Documents which the Secured Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Notes Collateral Documents hereafter delivered as required by this Indenture. The Trustee and the Issuer hereby acknowledge and agree that the Notes Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Notes Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) as are required by the Notes Collateral Documents to maintain (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Notes Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Notes Collateral Documents) as a perfected security interest to the extent perfection is required by the Notes Collateral Documents and within the time frames set forth therein, subject only to Permitted Liens, subject to the priority required by the Intercreditor Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankthe other Notes Collateral Documents. (b) All Indebtedness Each Holder, by its acceptance of a Note, (i) consents and agrees to the terms of each Notes Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Borrower Collateral, (ii) authorizes the Notes Collateral Agent to act on its behalf as “collateral agent” under this Indenture and each Subsidiary the Notes Collateral Documents, (iii) authorizes the Issuer to appoint the Notes Collateral Agent to act on behalf of the Borrower that Secured Parties as the Notes Collateral Agent under this Indenture and the Notes Collateral Documents, (iv) authorizes and directs the Notes Collateral Agent (or any Bailee Collateral Agent) to enter into the Notes Collateral Documents to which it is owing or becomes a party and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Notes Collateral Agent (or any Bailee Collateral Agent) to bind the Holders and other holders of First Lien Obligations as set forth in the Notes Collateral Documents to which the Notes Collateral Agent (or any Bailee Collateral Agent) is a party and (vi) authorizes the Trustee to authorize the Notes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrower or a Subsidiary Guarantor shallNotes Collateral Agent by the terms of the Notes Collateral Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of 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 notesFirst Lien Obligations, together with instruments such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of transfer any provision of this Indenture or the Notes. The foregoing will not limit the right the Issuer or any Restricted Subsidiary to amend, waive or otherwise modify the Notes Collateral Documents in accordance with respect thereto endorsed in blanktheir terms. (c) All documents and instruments, including Uniform Commercial Code Neither the Issuer nor any Guarantor will take or other applicable personal property and financing statements, reasonably requested by omit to take any action which would materially adversely affect or impair the Liens in favor of the Notes Collateral Agent to be filed, registered or recorded to create and the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none holders of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, Notes with respect to the Collateral; provided, however, that the foregoing shall not be deemed to prohibit 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 action 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 inaction that is 120 days (otherwise permitted by this Indenture or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to required by the Administrative Agent in its sole discretionlaw.

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

Collateral. The Company (ai) All outstanding Stock shall grant and cause each of its Subsidiaries to grant to the Agent, for the prorata benefit of the Borrower directly owned by Holdings Banks, as security for the Obligations, and subject to Permitted Liens, a first lien upon and security interest in all Stock of each Subsidiary of the Borrower directly owned by assets of every description (whether now or hereafter existing or acquired) of the Borrower Company and its Subsidiaries, and (ii) at its expense, execute and deliver and cause to be executed and delivered to the Agent such security agreements, pledge agreements, UCC financing statements, lien searches, stock or any Subsidiary Guarantorbond powers, waivers and consents, opinions of counsel and other documents as the Agent or the Required Banks shall request (collectively, "COLLATERAL DOCUMENTS"), and take such further action as may be required under applicable law, or as the Agent or the Required Banks may request, in each caseorder to grant, as preserve, protect and perfect the validity and first priority of the Conversion Date, shall have been pledged security interests created pursuant to such Collateral Documents. Notwithstanding the Pledge Agreement foregoing, it is understood and agreed that (except that such Credit Parties A) the Company shall not be required to grant or cause any of its Subsidiaries to grant to the Agent a lien upon or security interest in real property (except, however, insofar as personal property constitutes fixtures), (B) (i) no Subsidiary of the Company which is not a Domestic Subsidiary (a "Foreign Subsidiary") shall be required to furnish any lien on or security interest in any of its assets, (ii) neither the Company nor any Domestic Subsidiary shall be required to pledge its equity interest in any Excluded Stock Foreign Subsidiary, and Stock Equivalents(iii) and the Collateral Representative shall have received all certificatesCompany will not permit to exist any Foreign Subsidiary, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankexcept for Foreign Subsidiaries listed on SCHEDULE 6.15. (bC) All Indebtedness the security interest of the Borrower Agent and each Subsidiary the Banks hereunder and under the Security Agreement in respect of the Borrower that is owing to the Borrower cash 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 cash equivalents pledged pursuant to the Pledge Agreement, L/C Credit Agreement is subordinate to the security interest therein of the Agent and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed Banks under and as defined in blankthe LC Credit Agreement. (cD) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any each deposit account in which the Agent has a security documents relating to real property interest pursuant to the extent constituting CollateralSecurity Agreement, to each of the extent parties hereto agrees that any for purposes of control under the UCC, the Bank with whom such security interest deposit account is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to maintained will comply with instructions originated by the Administrative Agent (directing the disposition of the funds in its sole discretionsuch deposit account), without further consent from the Grantor or any other person.

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

Collateral. (a) All outstanding the Administrative Agent’s receipt of copies of recent Lien, tax and judgment searches in each jurisdiction and/or office reasonably requested by the Administrative Agent with respect to the Credit Parties; (b) all Capital Stock of the Borrower directly owned by Holdings and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, case as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsCapital Stock) and the Collateral Representative Agent shall have received all certificates, if any, any (except as permitted by Section 9.17) representing such securities pledged -130- under the Pledge Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.; and (bi) All except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the Borrower and each Subsidiary of the Borrower $10,000,000 (individually) that is owing to the Borrower or a any Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, shall be evidenced by one or more global a promissory notes note and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank.; (cii) All all Indebtedness of the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion); and (d) all documents and instruments, including Uniform Commercial Code UCC or other applicable personal property security financing statements and financing statementsIntellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed Documents on the Conversion Date Collateral owned by the Borrower and to the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Representative Agent in proper appropriate form for filing, registration or recording under the UCC and none of with the Collateral shall be subject to any other pledgesUnited States Patent and Trademark Office or the United States Copyright Office, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderas applicable. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

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

Collateral. At all times the Secured Obligations shall be secured by first and prior Liens (asubject only to Permitted Encumbrances) All outstanding Stock covering and encumbering (i) the Minimum Collateral Amount, and (ii) all of the Borrower directly issued and outstanding Equity of each Guarantor and each Material Subsidiary owned by Holdings and all Stock of Borrower and/or owned by each Subsidiary of Borrower. On the date hereof, the Borrower directly owned and its Subsidiaries shall deliver to Administrative Agent for the ratable benefit of each Lender, the Amendments to Existing Mortgages and within thirty (30) days after the date hereof, Borrower shall deliver to Administrative Agent for the ratable benefit of each Lender, the Mortgages, each in form and substance acceptable to Administrative Agent and duly executed by Borrower and its Subsidiaries, as applicable, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to Permitted Encumbrances) in the Minimum Collateral Amount. 9.1.1. To the extent necessary to comply with the first sentence of Section 9.1, (i) within 30 days after each Determination Date and (ii) prior to each increase in the Aggregate Commitment, Borrower and its Subsidiaries shall execute and deliver to Administrative Agent, for the ratable benefit of each Lender, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section 9.1. 9.1.2. Within 90 days after the date hereof and at any time thereafter that Borrower or any of its Subsidiaries is required to execute and deliver Mortgages to Administrative Agent pursuant to Section 9.1.1, Borrower shall also deliver to Administrative Agent, within 20 days after delivery of such Mortgages to Administrative Agent, evidence of title reasonably satisfactory to Administrative Agent to verify (i) Borrower's or such Subsidiary's title to 75% of the Minimum Collateral Amount subject to such Mortgages, and (ii) the validity of the Liens created by such Mortgages. With respect to Borrower's and such Subsidiary's title to such Property, such evidence may include check stubs, revenue receipts or other evidence that Borrower or such Subsidiary Guarantor, in each casehas been receiving proceeds of production for a reasonable length of time without interruption or challenge, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for well as joint interest ▇▇▇▇▇▇▇▇ permitted hereunderor other evidence of the costs and expenses of operations paid by Borrower or such Subsidiary. With respect to the validity of the Liens created by such Mortgages, such evidence may include opinions from local counsel in each state in which the Property subject to the Lien is located, that the form of Mortgage is sufficient in such state to create a Lien on Borrower's or such Subsidiary's interest therein, the validity thereof and, that when the Mortgage is properly filed and recorded, such Liens will be perfected on Borrower's and such Subsidiary's interests such Property. 9.1.3. On the date hereof and at the time any Subsidiary of Borrower becomes a Material Subsidiary and prior to any Investments being permitted to be made in any Material Subsidiary pursuant to the terms of Section 7.5, Borrower and any Subsidiaries of Borrower (das applicable) Holdings shall execute and the Borrower shall deliver to Administrative Agent for the Collateral Agent ratable benefit of each Lender, a completed Perfection Certificate, executed and delivered by an Authorized Officer stock pledge agreement substantially in the form of Holdings and Exhibit I from Borrower and/or its Subsidiaries (as applicable) covering the BorrowerEquity in all Material Subsidiaries, together with all attachments contemplated thereby. Notwithstanding anything certificates (or other evidence acceptable to Administrative Agent) evidencing the contrary hereinissued and outstanding Equity of each such Material Subsidiary of every class owned by Borrower or such Subsidiary (as applicable) which, with respect if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to any security documents relating to real property to the extent constituting Collateralgrant, 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 evidence and perfect such security interests, on or prior to the date that is 120 days (or 180 days Liens required by Section 9.1 in the case issued and outstanding Equity of Collateral consisting of mining properties) after the Conversion Date or each such longer period of time as may be agreed to by the Administrative Agent in its sole discretionMaterial Subsidiary.

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

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

Collateral. (a) All outstanding Stock Upon the proper filing of the Borrower directly owned Delaware Financing Statements in the Delaware Filing Office, the Article 9 Security Interest granted by Holdings the Parent, the Issuers and all Stock of each Subsidiary the Guarantors, as applicable, in that portion of the Borrower directly owned Collateral in which a security interest may be perfected by the Borrower filing of a financing statement under the Uniform Commercial Code of the State of Delaware will be perfected. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent auditors of the Issuers and the Guarantors, representatives of the independent reserve engineers of the Issuers and the Guarantors and the Issuers’ and the Guarantors’ representatives, at which the contents of the General Disclosure Package and the Final Offering Circular and related matters were discussed. Although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for or expressing any Subsidiary Guarantoropinion regarding the accuracy, completeness or fairness of the statements contained in, the General Disclosure Package and the Final Offering Circular (except to the extent specified in each caseparagraphs (viii) and (ix) above), based on the foregoing in the course of acting as counsel to the Issuers and the Guarantors in this transaction (and relying as to materiality as to factual matters on officers, employees and other representatives of the Issuers and the Guarantors), no facts have come to such counsel’s attention that have caused such counsel to believe that: · the General Disclosure Package, as of the Conversion DateExecution Time, shall included an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or · the Final Offering Circular, as of its date and as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that in each case we have not been pledged pursuant asked to, and do not, express any belief with respect to (a) the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock financial statements and Stock Equivalents) and the Collateral Representative shall have received all certificatesschedules or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness the summary reserve report of the Borrower independent reserve engineer and each Subsidiary of the Borrower that is owing to the Borrower reserve information contained or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced included or incorporated by one reference therein 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. omitted therefrom or (c) All representations and warranties and other statements of fact contained in the exhibits to documents incorporated by reference therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and instrumentsemployees of the Company and the Issuers and upon information obtained from public officials, including (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law, the laws of the State of New York, the Texas Limited Liability Company Act, the DGCL and the DLLCA, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign corporation or limited liability company, as the case may be, of the Issuers and the Guarantors and each of their respective subsidiaries, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Purchaser), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the members of Issuers or the Guarantors may be subject; and (vi) with respect to the opinions expressed in paragraphs (vi), (vii) and (viii) relating to the existence of any lien for which a financing statement under the Uniform Commercial Code or other applicable personal property and is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Company, purporting to describe all 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 statements on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none file as of the Collateral shall be subject to dates thereof in the office of the Secretary of State of the State of Delaware, naming any other pledgesof the Issuers or the Guarantors as debtor. The undersigned, security interests or mortgages, except for Executive Vice President and Chief Financial Officer of ▇▇▇▇▇ permitted hereunder. Energy, Inc., a Delaware corporation (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything its subsidiaries, the “Company”), in his capacity as such, hereby certifies pursuant to Section 7(h) of the contrary hereinPurchase Agreement, dated February 12, 2018 (the “Purchase Agreement”), by and among ▇▇▇▇▇ Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), ▇▇▇▇▇ Energy Finance Corp., a Delaware corporation (together with respect to any security documents relating to real property to JEH LLC, the extent constituting Collateral“Issuers”), to the extent guarantor parties thereto and Credit Suisse Securities (USA) LLC (the “Purchaser”), 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 of the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.hereof:

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium, if any, representing such securities pledged and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture and the Pledge AgreementNotes and the Note Guarantees and the Collateral Documents, accompanied shall be secured by instruments first-priority Liens and security interests, subject to Permitted Liens, as provided in the Collateral Documents which the Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of transfer this Indenture and undated stock powers endorsed in blankwill be secured by all Collateral Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents, the Collateral Cooperation Agreement and the Intercreditor Agreements. (b) All Indebtedness The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Borrower Holders and the Trustee, in each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged case pursuant to the Pledge Agreementterms of the Collateral Documents and the Intercreditor Agreements, and the Collateral Representative shall have received all such promissory notesAgent is hereby authorized to execute and deliver the Collateral Documents, together with instruments of transfer with respect thereto endorsed in blankthe Collateral Cooperation Agreement and the Intercreditor Agreements. (c) All documents Each Holder, by its acceptance of any Notes and instrumentsthe Note Guarantees, including Uniform Commercial Code consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or other applicable personal property may be amended from time to time in accordance with their terms and financing statements, reasonably requested by authorizes and directs 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 perform its obligations and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to exercise its rights under the Collateral Representative in proper form for filingDocuments, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderCooperation Agreement and the Intercreditor Agreements in accordance therewith. (d) Holdings The Trustee and each Holder, by accepting the Notes and the Borrower shall deliver to Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings Documents and the BorrowerIntercreditor Agreement, together with the Collateral as now or hereafter constituted shall be held for the benefit of 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 Holders and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentsTrustee, and take or cause that the Lien of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents, the Collateral Cooperation Agreement and the Intercreditor Agreements and actions that may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereunder.

Collateral. Within forty-five (a45) All outstanding Stock days (or such longer period as may be extended by the Collateral Agent in its reasonable discretion) after any Significant Subsidiary is formed or acquired after the Closing Date or a Subsidiary becomes a Significant Subsidiary, the Borrower shall cause such new Significant Subsidiary to, unless the Collateral Agent otherwise agrees in its reasonable discretion, (i) execute and deliver to the Collateral Agent a Perfection Certificate, relating to such Significant Subsidiary, (ii) execute and deliver to the Collateral Agent a joinder agreement to the ABL Intercreditor Agreement (if any) in the manner provided therein, (iii) cause all of the Borrower directly issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary (except to the extent constituting Excluded Property) that are owned by Holdings and all Stock of each Subsidiary another Loan Party to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged Secured Parties pursuant to the Pledge Agreement (except subject only to (x) Permitted Liens securing any ABL Facility or other permitted secured Debt that such Credit Parties shall not be required is subject to pledge any Excluded Stock an intercreditor agreement in form and Stock Equivalentssubstance reasonably acceptable to the Administrative Agent and (y) Permitted Liens arising by operation of law), (iv) execute and deliver to the Collateral Representative shall have received all certificatesAgent for the benefit of the Secured Parties any other applicable Collateral Documents in form and substance reasonably satisfactory to the Collateral Agent, if anyincluding without limitation, representing such securities pledged Patent, Trademark and Copyright Security Agreements and Mortgages (subject to the below proviso) necessary or reasonably requested by the Collateral Agent to grant first priority perfected liens and security interests (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (other than Excluded Property), including proper financing statements under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness Uniform Commercial Code of the Borrower applicable jurisdictions of organization covering the Collateral described in the relevant Collateral Documents and each Subsidiary of appropriate equity certificates and powers evidencing 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 Collateral pledged pursuant to the Pledge Agreement, (v) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and substance of such searches to be reasonably satisfactory to the Collateral Agent, (vi) deliver opinions of legal counsel with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably requested by the Administrative Agent and with such opinions to be reasonably satisfactory to the Administrative Agent in its reasonable discretion and (vii) provide the Collateral Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Collateral Agent, to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building”, “structure” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Collateral Agent with the address and/or GPS coordinates of each structure on any real property that is or will be subject to a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to any Real Property (other than, for the avoidance of doubt, Excluded Property) of a Significant Subsidiary that is formed or acquired after the Closing Date or of a Subsidiary that becomes a Significant Subsidiary after the Closing Date that is required to be subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or the Security Agreement, the requirements of this Section 8.01(i) shall be satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Borrower and the applicable Significant Subsidiary take all steps within one hundred and twenty (120) days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as may be extended by the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed Agent in blank. (cits reasonable discretion) All documents and instruments, including Uniform Commercial Code necessary or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded grant first priority perfected liens (subject only to create the Liens intended to be created by any Security Document to be executed on the Conversion Date Permitted Liens) in and to perfect such the assets of the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the extent required by, and with assets of the priority required by, such Security Document shall have been delivered to the Loan Parties that constitute ABL Priority Collateral Representative in proper form for filing, registration or recording and none favor of the Collateral shall be subject to any other pledges, security interests or mortgages, except Agent for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to benefit of the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, Secured Parties with respect to any security documents relating to real property to the extent constituting such Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent (at the direction of the Administrative Agent acting reasonably) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document Document, unless otherwise agreed by the Collateral Agent (acting at the direction of the Administrative Agent), shall have been delivered to the Collateral Representative in proper form for filing, registration or 143 recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Closing Date or such longer period of time as may be agreed to by the Administrative Agent in its sole reasonable discretion.

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

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

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

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

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

Collateral. (a) All outstanding Stock Subject to the Agreed Security Principles, within no later than 90 days (or such later date permitted by the First Lien Debt Representative with respect to the Liens securing the Obligations under the Credit Agreement) from (excluding) the Issue Date and substantially simultaneously with securing the Obligations under the Credit Agreement, the Company will, or will cause its relevant Restricted Subsidiaries to, execute and deliver to the Collateral Trustee the Second Lien Collateral Documents relating to the Post-Issue Date Collateral and grant Liens over the Post-Issue Date Collateral set forth in this Indenture to secure the Notes (b) On or following the Issue Date, if property is acquired by the Company or a Restricted Subsidiary (including property of a Person that becomes a new Restricted Subsidiary) and secures any First Lien Obligations that is not automatically subject to a perfected security interest under the Collateral Documents, then the Company or such Restricted Subsidiary will as promptly as reasonably practicable, but in any event no later than 60 days after the date on which a perfected security interest on such property secures any First Lien Obligations, provide a second Lien security interest over such property in favor of the Borrower directly owned Collateral Trustee and execute and deliver such security instruments, financing statements, mortgages, charges and deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form (as determined by Holdings the Company in good faith) delivered on the Issue Date or the date first delivered, as applicable (but no greater scope))), with such adjustments as the Company may determine in good faith are appropriate to reflect applicable law, the Agreed Security Principles and all Stock of each Subsidiary the terms or requirements of the Borrower directly owned by Credit Agreement or the Borrower or any Subsidiary Guarantor, in each caseFirst Lien Collateral Documents, as of may be necessary to vest in the Conversion DateCollateral Trustee a perfected second-priority security interest (subject to Liens permitted by Section 4.06 and Permitted Liens) in such property, shall have been pledged pursuant including delivering all such documents and taking all such actions in order to satisfy the Pledge Agreement (except Collateral Vessel Requirement; provided that such for as long as the Senior Secured Credit Parties shall Facility Obligations are outstanding, the Grantors will not be required to pledge take any Excluded Stock and Stock Equivalents) and actions to create or perfect liens or otherwise satisfy the Collateral Representative shall have received all certificates, if any, representing Vessel Requirements unless such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing actions are required with respect 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 Credit Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to To the extent that any such security interest instrument or deliverable under the Collateral Documents relating to the Notes is not so granted and/or perfected delivered on or prior before the Issue Date with respect to the Conversion Collateral in existence on the Issue Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentsIssuer will, and take or will cause to be taken the Guarantors to, deliver such other actions as may be required to grant instruments and perfect such security interests, on or prior to deliverables within 90 days following the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Issue Date or such longer period of time granted to perfect the corresponding liens securing the Senior Secured Credit Facility Obligations, in each case, as may be agreed to required by and in accordance with the Administrative Agent in its sole discretionterms of the Note Documents.

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

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