Common use of Recordings and Opinions Clause in Contracts

Recordings and Opinions. (a) To the extent applicable, the Issuer will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. (b) Any release of Collateral permitted by Section 12.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.02, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without limiting the generality of the foregoing, the Subsidiaries of the Issuer may, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents), conduct ordinary course activities with respect to the Collateral including, without limitation (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, replacing or changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or the Security Documents; and (ix) abandoning any intellectual property which is no longer used or useful in the Issuer’s business. The Issuer must deliver to the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agent.

Recordings and Opinions. (a) To the extent applicableapplicable (if this Indenture is qualified under the TIA), the Issuer will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. (b) Any release of Collateral permitted by Section 12.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.02, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without limiting the generality of the foregoing, the Subsidiaries of the Issuer may, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents), conduct ordinary course activities with respect to the Collateral including, without limitation (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, replacing or changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or the Security Documents; and (ix) abandoning any intellectual property which is no longer used or useful in the Issuer’s business. The Issuer must deliver to the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agent.

Recordings and Opinions. (a) To the extent applicable, the Issuer will cause TIA Trust Indenture Act § 313(b), relating to reports, and TIA Trust Indenture Act § 314(d), relating to the release of property or securities subject to the Lien of the Security Documentssecurities, to be complied with. (b) Any release of Collateral permitted by Section 12.03 10.03 hereof will be deemed not to impair the Note Liens under this Indenture, the Collateral Agreement Indenture and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA Trust Indenture Act § 314(d) may be made by an officer Officer or legal counsel, as applicable, of the Issuer except in cases where TIA Trust Indenture Act § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary contained in this Section 12.0210.02, so long as no Default or Event of Default under this Indenture would result therefrom and such transaction would not violate the Trust Indenture Act, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without limiting the generality of the foregoingIssuer, the Subsidiaries of Co-Issuer, the Issuer Subsidiary Guarantors and Absaloka may, among other things, without any release or consent by the Trustee (and without or the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Note Collateral Agent, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any Lien of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, replacing or changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (viv) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (viivi) collecting accounts receivable in the ordinary course of business or selling, collecting, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viiivii) making cash payments (including for the scheduled repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiesIndebtedness) from cash that is at any time part of the Note Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or and the Security Documents; and (ixviii) abandoning any intellectual property which is no longer used or useful in the Issuer’s, the Co-Issuer’s, Subsidiary Guarantor’s or Absaloka’s business. The Issuer and the Co-Issuer must deliver to the Trustee Note Collateral Agent, within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree)six month period beginning on January 1 and July 1 of any year, an Officers’ Certificate to the effect that all none of the releases and withdrawals occurring during the preceding fiscal year six month period (or since the date of this IndentureIssue Date, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agent.

Recordings and Opinions. (a) To the extent applicable, the Issuer will Co-Issuers shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security DocumentsDocuments and TIA § 314(b), to be complied with. (b) Any release of Collateral permitted by Section 12.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Security Agreement, the Pledge Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may shall be made by an officer or legal counsel, as applicable, of the Issuer Co-Issuers except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.02, the Issuer will Co-Issuers shall not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without Without limiting the generality of the foregoing, the Subsidiaries Co-Issuers and the Guarantors may, subject to the other provisions of the Issuer maythis Indenture, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Notes Secured Parties, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any Lien of the Security Documents which that has become worn out, defective or defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by Lien of the Security Documents which that it may own or under which it may be operating; (iv) altering, repairing, replacing or replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing as permitted by Section 1018 of accounts receivable in the ordinary course of businessFirst Lien Notes Indenture; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiesinterest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or and the Security Documents; and (ix) abandoning any intellectual property which that is no longer used or useful in the IssuerCo-Issuers’ or the Guarantor’s business. The Issuer must deliver to the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agentbusinesses.

Recordings and Opinions. (a) To the extent applicable, the Issuer will shall cause TIA § 313(b), relating to reports, and TIA § Trust Indenture Act Section 314(d), relating to the release of property or securities subject to the Lien of the Security DocumentsDocuments and Trust Indenture Act Section 314(b), to be complied with. (b) Any release of Collateral permitted by Section 12.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Agreement Indenture and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § Trust Indenture Act Section 314(d) may shall be made by an officer Officer or legal counsel, as applicable, of the Issuer except in cases where TIA § Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.02, the Issuer will shall not be required to comply with all or any portion of TIA § Trust Indenture Act Section 314(d) if it reasonably determines that under the terms of TIA § Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § Trust Indenture Act Section 314(d) is inapplicable to any release or series of releases of the Collateral. In addition, and without Without limiting the generality of the foregoing, the Subsidiaries Issuer and the Guarantors may, subject to the other provisions of the Issuer maythis Indenture, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Secured Parties, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any Lien of the Security Documents which that has become worn out, defective or defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by Lien of the Security Documents which that it may own or under which it may be operating; (iv) altering, repairing, replacing or replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of businessas permitted by Section 4.10 hereof; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiesinterest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or and the Security Documents; and (ix) abandoning any intellectual property which that is no longer used or useful in the Issuer’s business. The Issuer must deliver to or the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an OfficersGuarantors’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agentbusinesses.

Recordings and Opinions. (a) To the extent applicable, the Issuer Company will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security DocumentsDocuments and TIA § 314(b), to be complied with. (b) Any release of Collateral permitted by Section 12.03 1403 hereof will be deemed not to impair the Liens under this Indenture, Indenture and the Collateral Security Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.021402, the Issuer Company will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without Without limiting the generality of the foregoing, the Subsidiaries Company and the Guarantors may, subject to the other provisions of the Issuer maythis Indenture, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Noteholder Secured Parties, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any Lien of the Security Documents which that has become worn out, defective or defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by Lien of the Security Documents which that it may own or under which it may be operating; (iv) altering, repairing, replacing or replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of businessas permitted by Section 1018; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiesinterest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or and the Security Documents; and (ix) abandoning any intellectual property which that is no longer used or useful in the IssuerCompany’s business. . (d) The Issuer must deliver an Officer’s Certificate to the Trustee trustee or agent acting on behalf of any holders (or the holders themselves) of obligations secured by second-priority Liens on any Collateral within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree)six-month period beginning on July 1 and January 1 of each year, an Officers’ Certificate to the effect that all such releases and withdrawals during the preceding fiscal year six-month period (or since the date of this IndentureIssue Date, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiariesor the Guarantors’ business business, as described in the preceding paragraph, were not prohibited by this the Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agent.

Recordings and Opinions. (a) To the extent applicable, the Issuer will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. (b) Any release of Collateral permitted by Section 12.03 10.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Agreement Indenture and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.0210.02, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition. (d) Pursuant to TIA § 314(b), the Issuers and without limiting the generality Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the foregoingIssue Date in each year an Opinion of Counsel, dated as of such date, either (i) stating that, in the Subsidiaries opinion of the Issuer maysuch counsel, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents), conduct ordinary course activities such action has been taken with respect to the Collateral includingrecording, without limitation (i) selling or otherwise disposing offiling, in any transaction or series re-recording, and refiling of related transactions, any property subject to the Liens and security interests created by this Indenture or any of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, replacing or changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or the Security Documents; and (ix) abandoning any intellectual property which is no longer used or useful in , as applicable, as are necessary to maintain the Issuer’s business. The Issuer must deliver perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the Trustee within 30 calendar days following extent required by the end Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of each fiscal year (or such later date as the Trustee shall agree)Counsel and contain customary assumptions, qualifications and exceptions and may rely on an Officers’ Certificate to of the effect that all releases and withdrawals during the preceding fiscal year Company or (or since the date of this Indentureii) stating that, in the case opinion of the first such certificate) in which counsel, no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent action is necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign maintain such Liens to any such new lender or collateral agentsecurity interests.

Recordings and Opinions. (a) To the extent applicable, the Issuer will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. (b. So long as the Indenture is not qualified under the TIA, the Issuer shall not be required to comply with TIA § 314. The Issuer shall deliver to the Trustee and Collateral Agent, within 30 calendar days following the end of each fiscal year, an Officers’ Certificate to the effect that all releases and withdrawals during such fiscal year in respect of which the Issuer did not comply with TIA § 314(d) Any release in reliance on this Section 10.02(a) were made in the ordinary course of Collateral permitted business and not prohibited by Section 12.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, Officer of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) expert. Notwithstanding anything to the contrary in this Section 12.02paragraph, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines the Issuer determines, in good faith based on advice of counsel, that under the terms of TIA § 314(d) or and/or any interpretation or guidance as to the meaning thereof of the SEC Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any the released Collateral. (b) Any release or series of releases of Collateral. In addition, and without limiting Collateral permitted by Section 10.03 hereof will be deemed not to impair the generality of the foregoing, the Subsidiaries of the Issuer may, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents Liens under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents), conduct ordinary course activities with respect to the Collateral including, without limitation (i) selling or otherwise disposing of, Documents in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, replacing or changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or the Security Documents; and (ix) abandoning any intellectual property which is no longer used or useful in the Issuer’s business. The Issuer must deliver to the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agentcontravention thereof.

Recordings and Opinions. (a) The Issuer shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing with the calendar year ending December 31, 2024 an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Security Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Security Documents. (b) To the extent applicable, the Issuer will shall cause TIA § 313(bTrust Indenture Act Section 313(b)(1), relating to reports, and TIA § Trust Indenture Act Section 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. (bc) Any release of Collateral permitted by Section 12.03 hereof will 13.03 shall be deemed not to impair the Liens under this Indenture, Indenture and the Collateral Security Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § under Trust Indenture Act Section 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the TrusteeIssuer. (cd) Notwithstanding anything to the contrary in this Section 12.0213.09, the Issuer will and the Guarantors shall not be required to comply with all or any portion of TIA § Trust Indenture Act Section 314(d) if it they reasonably determines determine that under the terms of TIA § Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § Trust Indenture Act Section 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without Without limiting the generality of the foregoing, the Subsidiaries each of the Issuer and the Guarantors may, subject to the other provisions of this Indenture and the applicable Security Documents, among other things, without any release or consent by the Trustee (and without Trustee, the delivery of any Officers’ Certificate Collateral Agent or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Holders, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any of the Security Documents which assets that is or has become worn out, defective or defective, obsolete or not used or useful in the business of the Issuer and the Guarantors or otherwise in the ordinary course of business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of for any leases leases, contracts or contracts subject to the Liens and security interests created by the Security Documentsother agreements or instruments; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by the Security Documents which that it may hold or own or under which it may be operating; (iv) altering, repairing, replacing or replacing, changing the location or position of and or adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or sellingcollecting, liquidating, factoring selling or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiespayment of interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or the Security Documentsbusiness; and (ix) abandoning any property (including intellectual property which property) that is no longer used or useful in the Issuer’s businessbusiness of the Issuer and the Guarantors. The Issuer must deliver By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President and Treasurer [Signature Page to Secured Indenture] By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President and Treasurer BENEFIT HOLDING, INC. BUZZEOPDMA LLC DATA NICHE ASSOCIATES, INC. IMS SOFTWARE SERVICES LTD. INNOVEX MERGER CORP. INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD. IQVIA BIOSCIENCES HOLDINGS, LLC IQVIA BIOTECH LLC IQVIA CHINAMETRIK INC. IQVIA COMMERCIAL FINANCE INC. IQVIA COMMERCIAL INDIA HOLDINGS CORP. IQVIA COMMERCIAL TRADING CORP. IQVIA GOVERNMENT SOLUTIONS INC. IQVIA MEDICAL COMMUNICATIONS & CONSULTING, INC. IQVIA MEDICAL EDUCATION INC. IQVIA PHARMA INC. IQVIA PHARMA SERVICES CORP. IQVIA PHASE ONE SERVICES LLC IQVIA RDS ASIA INC. IQVIA RDS INC. IQVIA RDS LATIN AMERICA LLC IQVIA TRADING MANAGEMENT INC. IQVIA TRANSPORTATION SERVICES CORP. MED-VANTAGE, INC. OUTCOME SCIENCES, LLC QCARE SITE SERVICES, INC. IQVIA CSMS US INC. RX INDIA, LLC TARGETED MOLECULAR DIAGNOSTICS, LLC VALUEMEDICS RESEARCH, LLC VCG&A, INC. VCG-BIO, INC. Q SQUARED SOLUTIONS LLC Q SQUARED SOLUTIONS HOLDINGS LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President and Treasurer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the Trustee within 30 calendar days following provisions of the end of each fiscal year (or such later date as Indenture] [Insert the Trustee shall agree)Private Placement Legend, an Officers’ Certificate if applicable pursuant to the effect that all releases and withdrawals during provision of the preceding fiscal year (Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provision of the Indenture] [Insert the Definitive Note Legend, if applicable pursuant to the provision of the Indenture] CUSIP ISIN No. [ ] $[ ] promises to pay to [ ] or since registered assigns, [the date principal sum set forth on the Schedule of this Indenture, Exchange of Interests in the case Global Note attached hereto] [the principal sum of $[ ] on May 15, 2028]. Interest Payment Dates: May 15 and November 15, beginning November 15, 2023. Record Dates: May 1 and November 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. IQVIA INC. By: Name: Title: This is one of the first such certificate) in which no release or consent of the Trustee was obtained Notes referred to in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this within-mentioned Indenture. Notwithstanding any of the foregoing to the contrary: U.S. BANK TRUST COMPANY, the NATIONAL ASSOCIATION as Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agent.By: Title: Authorized Signatory Dated:

Recordings and Opinions. (a) To the extent applicable, the Issuer Company will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security DocumentsDocuments and TIA § 314(b), to be complied with. (b) Any release of Collateral permitted by Section 12.03 1403 hereof will be deemed not to impair the Liens under this Indenture, Indenture and the Collateral Security Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 12.021402, the Issuer Company will not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to any release or series of releases of Collateral. In addition, and without Without limiting the generality of the foregoing, the Subsidiaries Company and the Guarantors may, subject to the other provisions of the Issuer maythis Indenture, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Noteholder Secured Parties, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any Lien of the Security Documents which that has become worn out, defective or defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by Lien of the Security Documents which that it may own or under which it may be operating; (iv) altering, repairing, replacing or replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of businessas permitted by Section 1018; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiesinterest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or and the Security Documents; and (ix) abandoning any intellectual property which that is no longer used or useful in the IssuerCompany’s business. The Issuer must deliver to the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agent.

Recordings and Opinions. (a%3) To the extent applicable, the Issuer will Company shall cause TIA § 313(b), relating to reports, and TIA § Trust Indenture Act Section 314(d), relating to the release of property or securities subject to the Lien of the Security DocumentsDocuments and Trust Indenture Act Section 314(b), to be complied with. (ba) Any release of Collateral permitted by Section 12.03 hereof will be deemed not to impair the Liens under this Indenture, the Collateral Agreement Indenture and the other Security Documents in contravention thereof. Any certificate or opinion required by TIA § Trust Indenture Act Section 314(d) may shall be made by an officer Officer or legal counsel, as applicable, of the Issuer Company except in cases where TIA § Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the TrusteeCompany. (cb) Notwithstanding anything to the contrary in this Section 12.02, the Issuer will Company shall not be required to comply with all or any portion of TIA § Trust Indenture Act Section 314(d) if it reasonably determines that under the terms of TIA § Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § Trust Indenture Act Section 314(d) is inapplicable to any release or series of releases of the Collateral. In addition, and without Without limiting the generality of the foregoing, the Subsidiaries Company and the Subsidiary Guarantors may, subject to the other provisions of the Issuer maythis Indenture, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 12.02(c), but otherwise in compliance with the covenants of this Indenture and the Security Documents)Secured Parties, conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens and security interests created by this Indenture or any Lien of the Security Documents which that has become worn out, defective or defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens and security interests created by Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens and security interests created by Lien of the Security Documents which that it may own or under which it may be operating; (iv) altering, repairing, replacing or replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of businessas permitted by Section 4.10 hereof; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuer’s cash management activitiesinterest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture or and the Security Documents; and (ix) abandoning any intellectual property which that is no longer used or useful in the IssuerCompany’s business. The Issuer must deliver to or the Trustee within 30 calendar days following the end of each fiscal year (or such later date as the Trustee shall agree), an OfficersSubsidiary Guarantors’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Issuer’s and its Subsidiaries’ business were not prohibited by this Indenture. Notwithstanding any of the foregoing to the contrary, the Trustee shall execute and deliver to the Issuer all documents reasonably requested to evidence any such releases of Collateral. In addition, in lieu of releasing the Liens created by any of the Mortgages, the Trustee or Collateral Agent will, at the request of the Issuer, to the extent necessary to facilitate future savings of mortgage recording tax in states that impose such taxes, assign such Liens to any such new lender or collateral agentbusinesses.