Common use of Obligations Secured by the Security Clause in Contracts

Obligations Secured by the Security. (1) The documents constituting the Security shall secure the present and future indebtedness, obligations and other liabilities of each of the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a party, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other and any proceeds from any realization of the Collateral shall be applied to the Secured Obligations rateably in accordance with Section 10.03 (whether such Collateral is in the name of the Agent or in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Notwithstanding the rights of the Hedge Lenders and the Service Lenders to benefit from the Security, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Lenders in accordance with this Agreement and the other Loan Documents. No Hedge Lender or Service Lender shall have any additional right to influence the Security or the enforcement thereof as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with the terms of such agreements or with the prior written consent of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminated, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The documents constituting the Security shall secure or support the present and future indebtednessfollowing obligations which obligations, obligations and other liabilities of each of except as otherwise agreed by the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a partyLenders among themselves, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other: (a) the Obligations and Guarantor Obligations; (b) the Other Secured Obligations; and (c) all other indebtedness, liabilities and any proceeds from any realization obligations of the Collateral Obligors under the Loan Documents. (2) As of the date of this Agreement, the Other Secured Obligations are those listed in Schedule G. The Agent from time to time shall prepare and provide the Lenders and the Borrower with a revision of Schedule G to reflect changes in the Other Secured Obligations to the extent notified in writing by the Borrower to the Agent, but any failure to do so shall not affect the security for any Other Secured Obligations in favour of any Other Secured Parties. Other Secured Obligations in favour of the Other Secured Parties listed on Schedule G from time to time shall be applied conclusively deemed to be secured by the Security (in the absence of manifest error) and shall not cease to be secured without the prior written consent of the respective Secured Parties to whom the Other Secured Obligations are owed. If the Obligations have been indefeasibly paid and performed in full in cash and the Commitments have been terminated, the Secured Parties (in their respective capacities as Secured Parties and without prejudice to the retention of any interest in the Security in their capacities, if any, as Persons to whom are owed other obligations secured under or pursuant to the Security (other than Other Secured Obligations)) will release their interest in the Security upon receiving Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Secured Parties to whom Other Secured Obligations rateably in accordance with Section 10.03 (whether such Collateral is in the name are owed, acting reasonably. Each Other Secured Party, by its acceptance of the Agent or in the name benefit of any one or more Security, shall be deemed to have accepted and be bound by the provisions of this Agreement applicable to Other Secured Parties and regarding the Lendersterms upon which the Other Secured Obligations are secured by the Security, and authorizes and directs the Service Lenders or Hedge Lenders and without regard Agent to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). act accordingly. (3) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Other Secured Parties to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan DocumentsAgreement. No Hedge Lender or Service Lender Other Secured Party holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements . No such Other Secured Party shall not cease be able to be secured except in accordance with enforce or realize on the Security unless the Lenders pursuant to the terms of such agreements or with the prior written consent of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement are at the same time enforcing or realizing on the Security for the Obligations and the Commitments have been terminatedGuarantor Obligations. However, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each be secured by the Security notwithstanding the termination of this Agreement by reason of payment of the Credit, or for any other reason and such collateral shall be applied rateably to such all Other Secured Obligations (and owed to any Other Secured Party shall continue to be secured by the Security after such Other Secured Party ceases to be the Agent or a Lender or have an Affiliate which is the Agent or a Lender. After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders holders of Other Secured Obligations as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The documents constituting the Security shall secure the present and future indebtedness, obligations and other liabilities of each of the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a party, other than including the Other Secured Obligations and excluding the Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other and any proceeds from any realization of the Collateral shall be applied to the Secured Obligations rateably in accordance with Section 10.03 9.03 (whether such Collateral is in the name of the Agent or in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Notwithstanding the rights of the Hedge Lenders and the Service Lenders to benefit from the Security, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Lenders in accordance with this Agreement and the other Loan Documents. No Hedge Lender or Service Lender shall have any additional right to influence the Security or the enforcement thereof as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with the terms of such agreements or with the prior written consent of the applicable Hedge LenderLead Swap Arranger. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminated, the Lead Swap Arranger, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to the Lead Swap Arranger or such Hedge Lenders or Services Service Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and decisions concerning the Security shall be made by the Hedge Lenders Lead Swap Arranger and the Service Lenders as they may determine among themselves). The provisions of this Section 6.04(25.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding. In addition and for greater certainty, as between the Agent and the Lenders only, the Lead Swap Arranger shall not be responsible for monitoring or verifying the outstanding obligations under Eligible Hedging Agreements from time to time, and for monitoring or verifying the priority and effectiveness of the Liens securing the Eligible Hedging Agreement obligations. The Agent shall not be responsible for monitoring or verifying outstanding Eligible Hedging Agreement obligations or for monitoring or verifying the effectiveness, or rank or priority of any Liens securing Eligible Hedging Agreement obligations. Each Hedge Lender shall be responsible for making its own verification and monitoring in this regard.

Obligations Secured by the Security. (1) The Unless otherwise agreed by the Lenders among themselves, the documents constituting the Security shall secure the following obligations pari passu with each other: (a) the Obligations; (b) the present and future indebtednessdebts, liabilities and obligations and other liabilities of each of the applicable Loan Parties specified therein Obligors to the Secured Parties under the Loan Documents to which such Loan Party is any Lender or Affiliate of a partyLender, other than Excluded Swap Obligations Obligations, (collectively, the “"Other Secured Obligations”") (i) that are described in Schedule J, (ii) that arise under or in connection with Derivatives that are permitted under this Agreement, or (iii) that arise under or in connection with other transactions not made under this Agreement if it is agreed by the Borrower and the Agent acting on the instructions of the Required Lenders that those debts, liabilities and obligations shall be secured. (2) The Parties confirm it is their intention that Affiliates of Lenders to whom Other Secured Obligations are owed shall benefit from the Security in accordance with this Section 3.2, notwithstanding that the Affiliates are not Parties. The Agent shall act as agent for those Affiliates as well as the Lenders in holding the Security and it is understood that the Lenders' decisions concerning the Security referred to in Section 3.2(6) may reflect the interests of their respective Affiliates. In addition, the Obligors constitute the Lenders as trustees of the benefits of the Security for their respective Affiliates and the Lenders accept that trust. (3) If Applicable Law restricts any particular document forming part of the Security from securing all of the obligations described in Section 3.2(1) and all such the Lenders accept the document subject to that restriction, any proceeds of realization of that document shall be distributed in payment of the obligations that are secured, and proceeds of realization of other Security shall be distributed disproportionately as necessary to adjust for proceeds that would have been distributed to Lenders and holders of Other Secured Obligations but for the restriction. If compliance with Applicable Law results in any particular document forming part of the Security being expressed to secure obligations in addition to those described in Section 3.2(1), the Lenders and holders of Other Secured Obligations shall rank pari passu with each other nevertheless only be entitled to claim and any proceeds recover the obligations described in Section 3.2(1) from any realization of that Security. (4) As of the Collateral shall be applied to date of this Agreement, the Other Secured Obligations rateably are those listed in Schedule J. If applicable, the Borrower shall include in each Compliance Certificate a revised Schedule J to reflect any changes in the Other Secured Obligations from Schedule J to this Agreement or any subsequent revision to Schedule J delivered pursuant to any Compliance Certificate. Neither the failure of the Borrower to update Schedule J nor any error contained in Schedule J shall affect the security for the Other Secured Obligations if it has been agreed in accordance with this Section 10.03 3.2 that they shall be secured by the Security. (whether such Collateral is 5) Other Secured Obligations listed on Schedule J, and (subject to Section 3.2(4)) any revision of it from time to time, shall be conclusively deemed to be secured by the Security (in the name absence of manifest error) and shall not cease to be secured without the prior written consent of the Agent respective Lenders to whom, or to whose Affiliates, the Other Secured Obligations are owed, except if the applicable Lender ceases to be a Lender by reason of assigning all of its rights and obligations under this Agreement or having the Obligations owing to it paid in full as a Non-Consenting Lender. If all Obligations have been indefeasibly paid in full and all Commitments have been cancelled, the Borrower may, and shall if requested by any Lender or Affiliate holding Other Secured Obligations, deliver Cash Collateral to secure the Other Secured Obligations, in an amount and form satisfactory to the respective Lenders and Affiliates to whom Other Secured Obligations are owed, acting reasonably, following which the respective Lenders and Affiliates shall release their interest in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Security. (6) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Affiliates to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the its enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan Documents. No Hedge no Lender or Service Lender Affiliate to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security or the enforcement thereof of the Security as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with . Notwithstanding the terms termination of such agreements or with the prior written consent this Agreement because of payment of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedCredits, or for any other reason, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and secured by the Security, except as expressly provided in Section 3.2(5). After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders those to whom Other Secured Obligations are owed as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The documents constituting the Security shall secure the present following obligations: (a) the Obligations and future Guarantor Obligations; (b) the Other Secured Obligations; and (c) all other indebtedness, liabilities and obligations and other liabilities of each of the applicable Loan Parties specified therein Obligors to the Secured Parties under the Loan Documents to Documents, which such Loan Party is a partyobligations, other than Excluded Swap Obligations (except as otherwise agreed by the “Secured Obligations”) and all such Secured Obligations Lenders among themselves, shall rank pari passu with each other other. (2) If the Obligations have been indefeasibly paid and performed in full in cash and the Commitments have been terminated and any proceeds from any realization Other Secured Obligations remain outstanding, the Other Secured Parties will release their interest in the Security upon receiving Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Other Secured Parties to whom Other Secured Obligations are owed, acting reasonably. Each Other Secured Party, by its acceptance of the Collateral benefit of any Security, shall be applied deemed to have accepted and be bound by the provisions of this Agreement applicable to Other Secured Parties and regarding the terms upon which the Other Secured Obligations rateably in accordance with Section 10.03 (whether such Collateral are secured by the Security and Security is in the name of released and discharged, and authorizes and directs the Agent or in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). act accordingly. (3) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Other Secured Parties to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan DocumentsAgreement. No Hedge Lender or Service Lender Other Secured Party holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) . The Eligible Hedging Agreements shall not cease to be secured except in accordance with the terms of such agreements or with the prior written consent of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminated, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each be secured by the Security or the Collateral, as the case may be, notwithstanding the termination of this Agreement by reason of payment of the Credit Facility or for any other reason, and such collateral shall be applied rateably to such all Other Secured Obligations (and owed to any Other Secured Party shall continue to be secured by the Security or the Collateral, as the case may be, after such Other Secured Party ceases to be the Agent or a Lender or have an Affiliate which is the Agent or a Lender, until all Other Secured Obligations have been paid in full. After the termination of this Agreement, decisions concerning the Security or the Collateral, as the case may be, shall be made by the Hedge Lenders and the Service Lenders holders of Other Secured Obligations as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The Unless otherwise agreed by the Lenders among themselves, the documents constituting the Security shall secure the present and future indebtedness, following obligations and other liabilities of each of the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a party, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other: (a) the Obligations; (b) the present and future debts, liabilities and obligations of the Obligors to any Lender or Affiliate of a Lender (collectively, the "Other Secured Obligations") (i) that are described in Schedule I, (ii) that arise under or in connection with Derivatives that are permitted under this Agreement, or (iii) that arise under or in connection with other transactions not made under this Agreement if it is agreed by the Borrower and the Agent acting on the instructions of the Required Lenders that those debts, liabilities and obligations shall be secured. (2) The Parties confirm it is their intention that Affiliates of Lenders to whom Other Secured Obligations are owed shall benefit from the Security in accordance with this Section 3.2, notwithstanding that the Affiliates are not Parties. The Agent shall act as agent for those Affiliates as well as the Lenders in holding the Security and it is understood that the Lenders' decisions concerning the Security referred to in Section 3.2(6) may reflect the interests of their respective Affiliates. In addition, the Obligors constitute the Lenders as trustees of the benefits of the Security for their respective Affiliates and the Lenders accept that trust. (3) If Applicable Law restricts any particular document forming part of the Security from securing all of the obligations described in Section 3.2(1) and the Lenders accept the document subject to that restriction, any proceeds of realization of that document shall be distributed in payment of the obligations that are secured, and proceeds of realization of other Security shall be distributed disproportionately as necessary to adjust for proceeds that would have been distributed to Lenders and holders of Other Secured Obligations but for the restriction. If compliance with Applicable Law results in any particular document forming part of the Security being expressed to secure obligations in addition to those described in Section 3.2(1), the Lenders and holders of Other Secured Obligations shall nevertheless only be entitled to claim and recover the obligations described in Section 3.2(1) from any realization of that Security. (4) As of the Collateral shall be applied to date of this Agreement, the Other Secured Obligations rateably are those listed in Schedule I. The Borrower shall include in each Compliance Certificate a revised Schedule I to reflect any changes in the Other Secured Obligations from Schedule I to this Agreement or any revision delivered pursuant to any Compliance Certificate. Neither the failure of the Borrower to update Schedule I nor any error contained in Schedule I shall affect the security for the Other Secured Obligations if it has been agreed in accordance with this Section 10.03 3.2 that they shall be secured by the Security. (whether such Collateral is 5) Other Secured Obligations listed on Schedule I, and (subject to Section 3.2(4)) any revision of it from time to time, shall be conclusively deemed to be secured by the Security (in the name absence of manifest error) and shall not cease to be secured without the prior written consent of the Agent respective Lenders to whom, or to whose Affiliates, the Other Secured Obligations are owed, except if the applicable Lender ceases to be a Lender by reason of assigning all of its rights and obligations under this Agreement or having the Obligations owing to it paid in full as a Declining Lender. If all Obligations have been indefeasibly paid in full and all Commitments have been cancelled, the Borrower may, and shall if requested by any Lender or Affiliate holding Other Secured Obligations, deliver Cash Collateral to secure the Other Secured Obligations, in an amount and form satisfactory to the respective Lenders and Affiliates to whom Other Secured Obligations are owed, acting reasonably, following which the respective Lenders and Affiliates shall release their interest in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Security. (6) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Affiliates to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the its enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan Documents. No Hedge no Lender or Service Lender Affiliate to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security or the enforcement thereof of the Security as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with . Notwithstanding the terms termination of such agreements or with the prior written consent this Agreement because of payment of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedCredits, or for any other reason, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and secured by the Security, except as expressly provided in Section 3.2(5). After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders those to whom Other Secured Obligations are owed as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The documents constituting the Security shall secure or support the present and future indebtednessfollowing obligations which obligations, obligations and other liabilities of each of except as otherwise agreed by the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a partyLenders among themselves, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other: (a) the Obligations and Guarantor Obligations; (b) the Other Secured Obligations; and (c) all other indebtedness, liabilities and any proceeds from any realization obligations of the Collateral Obligors under the Loan Documents. (2) As of the date of this Agreement, the Other Secured Obligations are those listed in Schedule G. The Agent from time to time shall prepare and provide the Lenders and the Borrowers with a revision of Schedule G to reflect changes in the Other Secured Obligations to the extent notified in writing by the Borrowers to the Agent, but any failure to do so shall not affect the security for any Other Secured Obligations in favour of any Other Secured Parties. Other Secured Obligations in favour of the Other Secured Parties listed on Schedule G from time to time shall be applied conclusively deemed to be secured by the Security (in the absence of manifest error) and shall not cease to be secured without the prior written consent of the respective Secured Parties to whom the Other Secured Obligations are owed. If the Obligations have been indefeasibly paid and performed in full in cash and the Commitments have been terminated, the Secured Parties (in their respective capacities as Secured Parties and without prejudice to the retention of any interest in the Security in their capacities, if any, as Persons to whom are owed other obligations secured under or pursuant to the Security (other than Other Secured Obligations)) will release their interest in the Security upon receiving Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Secured Parties to whom Other Secured Obligations rateably in accordance with Section 10.03 (whether such Collateral is in the name are owed, acting reasonably. Each Other Secured Party, by its acceptance of the Agent or in the name benefit of any one or more Security, shall be deemed to have accepted and be bound by the provisions of this Agreement applicable to Other Secured Parties and regarding the Lendersterms upon which the Other Secured Obligations are secured by the Security, and authorizes and directs the Service Lenders or Hedge Lenders and without regard Agent to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). act accordingly. (3) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Other Secured Parties to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan DocumentsAgreement. No Hedge Lender or Service Lender Other Secured Party holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements . No such Other Secured Party shall not cease be able to be secured except in accordance with enforce or realize on the Security unless the Lenders pursuant to the terms of such agreements or with the prior written consent of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement are at the same time enforcing or realizing on the Security for the Obligations and the Commitments have been terminatedGuarantor Obligations. However, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each be secured by the Security notwithstanding the termination of this Agreement by reason of payment of the Credits, or for any other reason and such collateral shall be applied rateably to such all Other Secured Obligations (and owed to any Other Secured Party shall continue to be secured by the Security after such Other Secured Party ceases to be the Agent or a Lender or have an Affiliate which is the Agent or a Lender. After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders holders of Other Secured Obligations as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The Unless otherwise agreed by the Lenders among themselves, the documents constituting the Security shall secure the following obligations pari passu with each other: (a) the Obligations to the Lenders under or in connection with the Credit; (b) the present and future indebtednessdebts, liabilities and obligations and other liabilities of each an Obligor to any Lender or Affiliate of the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a partyLender (collectively, other than Excluded Swap Obligations (the “Other Secured Obligations”) under or in connection with (i) cash management arrangements, (ii) other transactions not made under this Agreement if it is agreed in writing after the date of this Agreement by the Obligors and all the Agent acting on the instructions of the Required Lenders that such debts, liabilities and obligations shall be secured, and (iii) Derivatives that are permitted under this Agreement. (2) As of the date of this Agreement, the Other Secured Obligations are those listed in SCHEDULE E. The Agent may from time to time prepare and provide the Lenders and the Borrower with a revision of SCHEDULE E to reflect changes in the Other Secured Obligations, but the Agent’s failure to do so shall rank pari passu with each other and any proceeds from any realization of not affect the Collateral shall be applied to security for the Other Secured Obligations rateably if it has been agreed in accordance with this Section 10.03 3.2 that they shall be secured by the Security. Other Secured Obligations listed on SCHEDULE E from time to time shall be conclusively deemed to be secured by the Security (whether such Collateral is in the name absence of manifest error). They shall not cease to be secured without the prior written consent of the Agent applicable Lender or Affiliate to whom the Other Secured Obligations are owed, except if the applicable Lender ceases to be a Lender by reason of assigning all of its rights and obligations under this Agreement or having the Obligations owing to it paid in full as a Declining Lender. If the Obligations have been indefeasibly paid in full and the Commitments have been cancelled, the Lenders and Affiliates shall release their interest in the name of any one or more of Security on receiving Cash Collateral to secure the LendersOther Secured Obligations, in an amount satisfactory to the Service Lenders or Hedge Lenders and without regard Affiliates to any priority to which any Lenderwhom Other Secured Obligations are owed, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). acting reasonably. (3) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Affiliates to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan Documents. No Hedge no Lender or Service Lender Affiliate holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof of that security as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with . Notwithstanding the terms termination of such agreements or with the prior written consent this Agreement by reason of payment of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedCredit, or for any other reason, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably secured by the Security, except as to such Secured Obligations (and former Lenders or their Affiliates as provided in Section 3.2(2). After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders holders of Other Secured Obligations as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The documents constituting Unless otherwise agreed by the Lenders among themselves, and except as provided in Section 6.1.7, the Security shall secure the present and future indebtedness, following obligations and other liabilities of each of the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a party, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other and in priority to any proceeds from any realization other debts, liabilities and obligations secured by the Security: (a) the Obligations; (b) the Intercompany Obligations to the extent they are assigned to the Agent for the benefit of the Collateral Lenders; (c) the present and future debts, liabilities and obligations of an Obligor to any Lender (collectively, the "Other Secured Obligations") under or in connection with (i) Swaps that do not have a term of longer than five years and do not have an aggregate notional amount greater than US $400,000,000 or the equivalent amount in other currencies by all Obligors under all such transactions that are outstanding at any time and otherwise comply with Section 10.6.1(d) and (ii) other transactions not made under this Agreement that are listed in SCHEDULE G as of 22 December 2004, or if it is agreed by the Obligors and the Agent acting on the instructions of the Required Lenders after 22 December 2004 that such debts, liabilities and obligations shall be applied to secured. As of 22 December 2004, the Other Secured Obligations rateably are those listed in SCHEDULE G. The Agent may from time to time prepare and provide the Lenders and CHC with a revision of SCHEDULE G to reflect changes in the Other Secured Obligations, but the Agent's failure to do so shall not affect the security for the Other Secured Obligations if it has been agreed in accordance with this Section 10.03 that they shall be secured by the Security. Other Secured Obligations listed on SCHEDULE G from time to time shall be conclusively deemed to be secured by the Security (whether such Collateral is in the name absence of manifest error) and shall not cease to be secured without the prior written consent of the Agent or in respective Lenders to whom the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law)Other Secured Obligations are owed. Notwithstanding the rights of the Hedge Lenders and the Service Lenders to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan DocumentsAgreement. No Hedge Lender or Service Lender holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with the terms of such agreements or with the prior written consent of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedHowever, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each be secured by the Security notwithstanding the termination of this Agreement by reason of payment of the Credits, or for any other and such collateral shall be applied rateably to such Secured Obligations (and reason. After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders holders of Other Secured Obligations as they may determine among themselves). The provisions Subject to Section 6.1.7, the Security shall also secure all Intercompany Obligations, not only while the Intercompany Obligations are assigned to the Agent for the benefit of this Section 6.04(2) shall survive the Lenders but also for the benefit of the Obligors to whom they are owed if the Intercompany Obligations are no longer assigned to the Agent following repayment of the Obligations and the Other Secured Obligations and termination of this Agreement Agreement. The Obligors to whom Intercompany Obligations are owed (but for their having been assigned as part of the Security) shall have no right to influence the Security or the enforcement thereof, or to receive any proceeds thereof, as a result of their interest in the Intercompany Obligations until the Obligations and the Other Secured Obligations have been paid in full and this Agreement has been terminated, and any action or omission of the Agent or the Lenders concerning the Security shall be binding on the Obligors. However, following repayment of the Accommodations OutstandingObligations and the Other Secured Obligations and termination of this Agreement, the Agent shall assign the Security securing Intercompany Obligations as CHC may direct. Any such assignment shall be without representation by or recourse to the Agent and the Lenders and shall be at the expense of CHC.

Obligations Secured by the Security. (1) The documents constituting the Security shall secure the present and future indebtednessfollowing obligations which, obligations and other liabilities of each of unless otherwise provided in the applicable Loan Parties specified therein to Collateral Agency Agreement or agreed by the Secured Parties under the Loan Documents to which such Loan Party is a partyLenders among themselves, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other: (a) the Obligations and Guarantor Obligations; (b) the Other Secured Obligations; (c) all other indebtedness, liabilities and any proceeds from any realization obligations of the Obligors under the Loan Documents; and (d) the other indebtedness, liabilities and obligations of the Obligors secured under or pursuant to the Collateral Agency Agreement. (2) As of the date of this Agreement, the Other Secured Obligations are those listed in Schedule G. The Agent from time to time shall prepare and provide the Lenders and the Borrower with a revision of Schedule G to reflect changes in the Other Secured Obligations to the extent notified in writing by the Borrower to the Agent, but any failure to do so shall not affect the security for any Other Secured Obligations in favour of any Other Secured Parties. Other Secured Obligations in favour of the Other Secured Parties listed on Schedule G from time to time shall be applied conclusively deemed to be secured by the Security (in the absence of manifest error) and shall not cease to be secured without the prior written consent of the respective Secured Parties to whom the Other Secured Obligations are owed. If the Obligations have been indefeasibly paid and performed in full in cash and the Commitments have been terminated, the Secured Parties (in their respective capacities as Secured Parties and without prejudice to the retention of any interest in the Security in their capacities, if any, as Persons to whom are owed other obligations secured under or pursuant to the Security (other than Other Secured Obligations)) will release their interest in the Security upon receiving Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Secured Parties to whom Other Secured Obligations rateably in accordance with Section 10.03 (whether such Collateral is in the name are owed, acting reasonably. Each Other Secured Party, by its acceptance of the Agent or in the name benefit of any one or more Security, shall be deemed to have accepted and be bound by the provisions of this Agreement applicable to Other Secured Parties and regarding the Lendersterms upon which the Other Secured Obligations are secured by the Security, and authorizes and directs the Service Lenders or Hedge Lenders and without regard Agent to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). act accordingly. (3) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Other Secured Parties to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan DocumentsCollateral Agency Agreement. No Hedge Lender or Service Lender Other Secured Party holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements . No such Other Secured Party shall not cease be able to be secured except in accordance with enforce or realize on the Security unless the Lenders pursuant to the terms of such agreements the Collateral Agency Agreement are at the same time enforcing or with realizing on the prior written consent of Security for the applicable Hedge LenderObligations and Guarantor Obligations. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedHowever, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each be secured by the Security notwithstanding the termination of this Agreement by reason of payment of the Credits, or for any other reason and such collateral shall be applied rateably to such all Other Secured Obligations (and owed to any Other Secured Party shall continue to be secured by the Security after such Other Secured Party ceases to be the Agent or a Lender or have an Affiliate which is the Agent or a Lender. After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders holders of Other Secured Obligations as they may determine among themselves). The provisions of this Section 6.04(2) shall survive themselves or, if applicable, in accordance with the termination of this Agreement and the repayment of the Accommodations OutstandingCollateral Agency Agreement.

Obligations Secured by the Security. 3.2.1 Unless otherwise agreed by the Lenders among themselves (1) The subject to Section 9.2.5 of this Agreement), the documents constituting the Security shall secure the following obligations: (a) the Obligations; (b) the present and future indebtednessdebts, liabilities and obligations and other liabilities of each of the applicable Loan Parties specified therein Obligors (either as principal obligor or guarantor) under or in connection with (collectively, the “Other Secured Obligations”): (i) cash management transactions, provided that (A) any such transaction is entered into in the Ordinary Course, (B) any such transaction is entered into with the intention that any obligations arising thereunder be settled on the same day such obligations are incurred, (C) any such transaction istransaction is not entered with the intention of providing additional long term credit to the Secured Parties ATS or any of its Subsidiaries, and (D) any such transaction has not been entered into on any day if any obligations arising under the Loan Documents to which any such Loan Party is a party, transactions entered into on any day prior thereto have not been settled; (ii) credit cards; (iii) Derivatives other than Excluded Swap Obligations Obligations; (iv) Bi-Lateral L/Cs; (v) the Obligors obligations to pay, discharge and satisfy the Erroneous Payment Subrogation Rights; (vi) other transactions not entered into under this Agreement if they are described in Schedule F or if it is agreed by the Obligors and the Required Lenders that the debts, liabilities and obligations should be secured; to any Lender or Affiliate of a Lender, and in addition, in the case of Derivatives and Bi-Lateral L/Cs, to any Person which was a Lender or Affiliate of a Lender at the time of entering into the Derivative or issuance of a Bi-Lateral L/C, but which is no longer a Lender (a “Secured ObligationsFormer Lender”) or is an Affiliate of a Former Lender. The Security shall secure the Obligations and all such Other Secured Obligations on a pari passu basis, other than in the case of Bi-Lateral L/C Obligations. In the case of Bi-Lateral L/C Obligations, €200,000,000300,000,000 of the Bi-Lateral L/C Obligations shall rank on a pari passu basis (pro rata among the Bi-Lateral L/C Issuers) with each the Obligations and other and Other Secured Obligations, with the Security securing the balance of any proceeds from any realization Bi-Lateral L/C Obligations subsequent thereto (on a pari passu basis as among all of the Collateral shall be applied to Bi-Lateral L/C Issuers). 3.2.2 As of the date of this Agreement, the Other Secured Obligations rateably are those listed in Schedule F. The Agent may from time to time prepare and provide the Lenders and the Borrowers with a revision of Schedule F to reflect changes in the Other Secured Obligations, but the Agent’s failure to do so shall not affect the security for the Other Secured Obligations if the Other Secured Obligations are of the type described in Sections 3.2.1(b)(i), 3.2.1(b)(ii), 3.2.1(b)(iii) or 3.2.1(b)(iv), above or if it has been otherwise agreed to in accordance with Section 10.03 3.2.1(b)(v) that they shall be secured by the Security. Other Secured Obligations listed on Schedule F from time to time shall be conclusively deemed to be secured by the Security (whether such Collateral is in the name absence of manifest error) and shall not cease to be secured without the prior written consent of the Agent applicable Lender or Affiliate or Former Lender to whom the Other Secured Obligations are owed. If all Obligations have been indefeasibly paid in full and the Commitments cancelled, the Borrowers may, and shall if requested by any Lender or Affiliate or Former Lender holding Other Secured Obligations, deliver Cash Collateral to secure the Other Secured Obligations, in amounts and form satisfactory to the respective Lenders or Affiliates or Former Lenders to whom Other Secured Obligations are owed, acting reasonably, following which the respective Lenders and Affiliates and Former Lenders shall release their interest in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Security. 3.2.3 Notwithstanding the rights of the Hedge Lenders and the Service Affiliates and Former Lenders to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan Documents. No Hedge no Lender or Service Lender Affiliate or Former Lenders to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security or the enforcement thereof of the Security as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with . Notwithstanding the terms termination of such agreements or with the prior written consent this Agreement because of payment of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedCredit, or for any other reason, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and secured by the Security. After the termination of this Agreement, decisions concerning the Security shall be made by those to whom the Hedge Lenders and the Service Lenders Other Secured Obligations are owed as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. (1) The Unless otherwise agreed by the Lenders among themselves, the documents constituting the Security shall secure the following obligations pari passu with each other: (a) the Obligations; (b) the present and future indebtednessdebts, liabilities and obligations and other liabilities of each of the applicable Loan Parties specified therein Obligors to the Secured Parties under the Loan Documents to which such Loan Party is any Lender or Affiliate of a partyLender, other than Excluded Swap Obligations Obligations, (collectively, the “Other Secured Obligations”) (i) that are described in Schedule J, (ii) that arise under or in connection with Derivatives that are permitted under this Agreement, or (iii) that arise under or in connection with other transactions not made under this Agreement if it is agreed by the Borrower and the Agent acting on the instructions of the Required Lenders that those debts, liabilities and obligations shall be secured. (2) The Parties confirm it is their intention that Affiliates of Lenders to whom Other Secured Obligations are owed shall benefit from the Security in accordance with this Section 3.2, notwithstanding that the Affiliates are not Parties. The Agent shall act as agent for those Affiliates as well as the Lenders in holding the Security and it is understood that the Lenders’ decisions concerning the Security referred to in Section 3.2(6) may reflect the interests of their respective Affiliates. In addition, the Obligors constitute the Lenders as trustees of the benefits of the Security for their respective Affiliates and the Lenders accept that trust. (3) If Applicable Law restricts any particular document forming part of the Security from securing all such of the obligations described in Section 3.2(1) and the Lenders accept the document subject to that restriction, any proceeds of realization of that document shall be distributed in payment of the obligations that are secured, and proceeds of realization of other Security shall be distributed disproportionately as necessary to adjust for proceeds that would have been distributed to Lenders and holders of Other Secured Obligations but for the restriction. If compliance with Applicable Law results in any particular document forming part of the Security being expressed to secure obligations in addition to those described in Section 3.2(1), the Lenders and holders of Other Secured Obligations shall rank pari passu with each other nevertheless only be entitled to claim and any proceeds recover the obligations described in Section 3.2(1) from any realization of that Security. (4) As of the Collateral shall be applied to date of this Agreement, the Other Secured Obligations rateably are those listed in Schedule J. If applicable, the Borrower shall include in each Compliance Certificate a revised Schedule J to reflect any changes in the Other Secured Obligations from Schedule J to this Agreement or any subsequent revision to Schedule J delivered pursuant to any Compliance Certificate. Neither the failure of the Borrower to update Schedule J nor any error contained in Schedule J shall affect the security for the Other Secured Obligations if it has been agreed in accordance with this Section 10.03 3.2 that they shall be secured by the Security. (whether such Collateral is 5) Other Secured Obligations listed on Schedule J, and (subject to Section 3.2(4)) any revision of it from time to time, shall be conclusively deemed to be secured by the Security (in the name absence of manifest error) and shall not cease to be secured without the prior written consent of the Agent respective Lenders to whom, or to whose Affiliates, the Other Secured Obligations are owed, except if the applicable Lender ceases to be a Lender by reason of assigning all of its rights and obligations under this Agreement or having the Obligations owing to it paid in full as a Non-Consenting Lender. If all Obligations have been indefeasibly paid in full and all Commitments have been cancelled, the Borrower may, and shall if requested by any Lender or Affiliate holding Other Secured Obligations, deliver Cash Collateral to secure the Other Secured Obligations, in an amount and form satisfactory to the respective Lenders and Affiliates to whom Other Secured Obligations are owed, acting reasonably, following which the respective Lenders and Affiliates shall release their interest in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Security. (6) Notwithstanding the rights of the Hedge Lenders and the Service Lenders Affiliates to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the its enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan Documents. No Hedge no Lender or Service Lender Affiliate to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security or the enforcement thereof of the Security as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with . Notwithstanding the terms termination of such agreements or with the prior written consent this Agreement because of payment of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedCredits, or for any other reason, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and secured by the Security, except as expressly provided in Section 3.2(5). After the termination of this Agreement, decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders those to whom Other Secured Obligations are owed as they may determine among themselves. (7) In the event that any Security is required on real property located in the United States of America, the Borrower shall deliver a flood hazard determination certificate showing whether such real property is located in an area designated as a “special flood hazard area” by the Federal Emergency Management Agency. If any such real property is located in a special flood hazard area, then the Borrower shall deliver to the Agent and each Lender evidence of flood insurance in an amount reasonably determined by the Agent (together with such endorsements as the Agent or a Lender may require). The provisions of this Section 6.04(2) , and shall survive comply with the termination of this Agreement and the repayment additional requirements of the Accommodations OutstandingFlood Disaster Protection Act of 1973, as amended.

Obligations Secured by the Security. (1) The documents constituting the Security shall secure the present and future indebtedness, obligations and other liabilities of each of the applicable Loan Parties specified therein to the Secured Parties under the Loan Documents to which such Loan Party is a party, other than Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari passu with each other and any proceeds from any realization of the Collateral shall be applied to the Secured Obligations rateably in accordance with Section 10.03 (whether such Collateral is in the name of the Agent or in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Notwithstanding the rights of the Hedge Lenders and the Service Lenders to benefit from the Security, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Lenders in accordance with this Agreement and the other Loan Documents. No Hedge Lender or Service Lender shall have any additional right to influence the Security or the enforcement thereof as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with the terms of such agreements or with the prior written consent of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminated, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and decisions concerning the Security shall be made by the Hedge Lenders and the Service Lenders as they may determine among themselves). The provisions of this Section 6.04(26.02(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.

Obligations Secured by the Security. 3.2.1 Unless otherwise agreed by the Lenders among themselves (1) The subject to Section 9.2.5 of this Agreement), the documents constituting the Security shall secure the following obligations: (a) the Obligations; (b) the present and future indebtednessdebts, liabilities and obligations and other liabilities of each of the applicable Loan Parties specified therein Obligors (either as principal obligor or guarantor) under or in connection with (collectively, the “Other Secured Obligations”): (i) cash management transactions, provided that (A) any such transaction is entered into in the Ordinary Course, (B) any such transaction is entered into with the intention that any obligations arising thereunder be settled on the same day such obligations are incurred, (C) any such transaction is not entered with the intention of providing additional long term credit to the Secured Parties ATS or any of its Subsidiaries, and (D) any such transaction has not been entered into on any day if any obligations arising under the Loan Documents to which any such Loan Party is a party, transactions entered into on any day prior thereto have not been settled; (ii) credit cards; (iii) Derivatives other than Excluded Swap Obligations Obligations; (iv) Bi-Lateral L/Cs; (v) other transactions not entered into under this Agreement if they are described in Schedule F or if it is agreed by the Obligors and the Required Lenders that the debts, liabilities and obligations should be secured; to any Lender or Affiliate of a Lender, and in addition, in the case of Derivatives and Bi-Lateral L/Cs, to any Person which was a Lender or Affiliate of a Lender at the time of entering into the Derivative or issuance of a Bi-Lateral L/C, but which is no longer a Lender (a “Secured ObligationsFormer Lender”) or is an Affiliate of a Former Lender. The Security shall secure the Obligations and all such Other Secured Obligations on a pari passu basis, other than in the case of Bi-Lateral L/C Obligations. In the case of Bi-Lateral L/C Obligations, €200,000,000 of the Bi-Lateral L/C Obligations shall rank on a pari passu basis (pro rata among the Bi-Lateral L/C Issuers) with each the Obligations and other and Other Secured Obligations, with the Security securing the balance of any proceeds from any realization Bi-Lateral L/C Obligations subsequent thereto (on a pari passu basis as among all of the Collateral shall be applied to Bi-Lateral L/C Issuers). 3.2.2 As of the date of this Agreement, the Other Secured Obligations rateably are those listed in Schedule F. The Agent may from time to time prepare and provide the Lenders and the Borrowers with a revision of Schedule F to reflect changes in the Other Secured Obligations, but the Agent’s failure to do so shall not affect the security for the Other Secured Obligations if the Other Secured Obligations are of the type described in Sections 3.2.1(b)(i), 3.2.1(b)(ii), 3.2.1(b)(iii) or 3.2.1(b)(iv), above or if it has been otherwise agreed to in accordance with Section 10.03 3.2.1(b)(v) that they shall be secured by the Security. Other Secured Obligations listed on Schedule F from time to time shall be conclusively deemed to be secured by the Security (whether such Collateral is in the name absence of manifest error) and shall not cease to be secured without the prior written consent of the Agent applicable Lender or Affiliate or Former Lender to whom the Other Secured Obligations are owed. If all Obligations have been indefeasibly paid in full and the Commitments cancelled, the Borrowers may, and shall if requested by any Lender or Affiliate or Former Lender holding Other Secured Obligations, deliver Cash Collateral to secure the Other Secured Obligations, in amounts and form satisfactory to the respective Lenders or Affiliates or Former Lenders to whom Other Secured Obligations are owed, acting reasonably, following which the respective Lenders and Affiliates and Former Lenders shall release their interest in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under applicable law). Security. 3.2.3 Notwithstanding the rights of the Hedge Lenders and the Service Affiliates and Former Lenders to benefit from the SecuritySecurity in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Majority Required Lenders in accordance with this Agreement and the other Loan Documents. No Hedge no Lender or Service Lender Affiliate or Former Lenders to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security or the enforcement thereof of the Security as a result of holding Other Secured Obligations as long as this Agreement remains in force. (2) The Eligible Hedging Agreements shall not cease to be secured except in accordance with . Notwithstanding the terms termination of such agreements or with the prior written consent this Agreement because of payment of the applicable Hedge Lender. If the Accommodations Outstanding have been indefeasibly paid and performed in full in cash and this Agreement and the Commitments have been terminatedCredit, or for any other reason, the Hedge Lenders and the Service Lenders will release their interest in the Security upon receiving collateral to secure the present or future obligations under their respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an amount and on terms satisfactory to such Hedge Lenders or Services Lenders, acting reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each other and such collateral shall be applied rateably to such Secured Obligations (and secured by the Security. After the termination of this Agreement, decisions concerning the Security shall be made by those to whom the Hedge Lenders and the Service Lenders Other Secured Obligations are owed as they may determine among themselves). The provisions of this Section 6.04(2) shall survive the termination of this Agreement and the repayment of the Accommodations Outstanding.