Common use of Security Agreements Clause in Contracts

Security Agreements. On the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G (as may be amended, amended and restated, modified, restated and/or supplemented supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered (or caused to be delivered) to the followingCollateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in of the Security Agreement)Pledged Collateral, if any, representing or evidencing referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) accompanied the security interests in Pledged Collateral purported to be created by instruments the Security Agreement have been taken; provided, that the requirements of transfer and stock powers undated and endorsed this clause (ii) shall not apply to any certificated securities that were previously delivered to JPMorgan Chase Bank, N.A. in blank; andits capacity as collateral agent under the Existing Term Loan Credit Agreement; (iii) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05Liens), ; and (yiv) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirean executed Perfection Certificate.

Security Agreements. On the Closing Date, (xa) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”, (b) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings each Canadian Credit Party shall have duly authorized, executed and delivered the Perfection Certificate Canadian Security Agreement described in clause (i) of the definition thereof and (c) each Dutch Credit Party shall have duly authorized, executed and delivered the followingDutch Security Agreements (other than the deeds of pledge over shares listed in clauses (i), (ii) and (iii) under the definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee Requirement, and the applicable Credit Parties shall have delivered: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) of each jurisdiction and, the definition thereof with the tax authorities in the case of the BorrowerNetherlands, filings with the United States Patent and Trademark Office and Office, the United States Copyright Office, the Canadian Intellectual Property Office, any documents required for registration of the security interests in intellectual property granted by the relevant Dutch Security Agreement with any appropriate intellectual property registers in the Netherlands and consent letters with respect to each relevant bank in respect of any security interests in bank account receivables granted by any Dutch Security Agreement, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security AgreementCollateral and Guarantee Requirement; (ii) accompanied by instruments of transfer and stock powers undated and endorsed in blankan executed Perfection Certificate; and (iii) certified copies(a) certificates, each of a recent dateif any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, of duly endorsed in blank), representing all Equity Interests (other than (x) requests for information the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or copies (Form UCC-1stock transfer form), which shall be delivered in accordance with Section 8.11(e), and (y) Excluded Assets), and (b) any promissory notes or equivalent reports as other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess of a recent date$2,500,000 (individually) owing to any Credit Party, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause case of each of clauses (ia) aboveand (b), together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or required to be delivered in accordance with the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent Collateral and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireGuarantee Requirement.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially Borrower and each Subsidiary, together with (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to time, defined in the “Security Agreement”UCC)) covering evidencing all of Holdings’ the issued and outstanding Capital Securities owned by the Borrower or any Subsidiary in the Borrower and the Borrower’s present and future Collateral referred to therein (includingSubsidiaries, as applicablewhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andor, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC. (b) financing statements suitable in form for naming the Borrower and Trademark Office each Subsidiary as a debtor and United States Copyright Officethe Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) all stock certificates securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or Instruments any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiie) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Subsidiary are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireControlled Accounts.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly authorized, executed and delivered the Security Agreement substantially by each applicable Obligor thereunder, together with (a) certificates (in the form case of Exhibit E Capital Securities that are certificated securities (as amended, modified, restated and/or supplemented from time to time, defined in the “Security Agreement”UCC)) covering evidencing all of Holdings’ the issued and the Borrower’s present and future Collateral referred to therein (including, as applicable, outstanding Capital Securities owned by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: each Obligor (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with Borrower and the United States Patent and Trademark Office and United States Copyright OfficeGuarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each caseForeign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing or evidencing necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Security Agreement Collateral (to Indebtedness identified in Item 7.2.2(b) of the extent required by Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAdministrative Agent may reasonably request from such Obligors; and (iiid) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral shall, except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in each jurisdiction as the Administrative Agent may reasonably requireany Loan Document).

Security Agreements. On The Lender shall have received the Borrower Security Agreement, duly executed by the Borrower, and the Subsidiary Security Agreement, executed by each Guarantor, each dated as of the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper copies of Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the applicable Obligor as a debtor and the Lender as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerLender, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by of the Security Agreement and as set forth on Schedule 6 Lender pursuant to the Perfection Certificateapplicable Security Agreement; (ii) copies of proper Uniform Commercial Code Form UCC-2 termination statements necessary to release all stock certificates or Instruments (as defined Liens and other rights of any Person in the Security Agreement), if any, representing or evidencing the any collateral described in such Security Agreement Collateral (previously granted by any Person, together with evidence that the Borrower or applicable Obligor has the authority to file such termination statements, and such other Uniform Commercial Code Form UCC-2 termination statements as the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankLender may reasonably request from such Obligors; and (iii) certified copies, each copies of a recent date, of (x) requests for information or copies (Form UCC-1)Uniform Commercial Code search results, or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Lender, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such financing statements. (iv) the Lender and its counsel shall be satisfied that the Lien granted to the Lender in the collateral described above is a first priority (or local equivalent) security interest (subject to the filing of the documents described in clause f(i) above); and no other financing statements that name Holdings or the Borrower as debtor effective Lien (none of which shall cover other than Liens permitted under Section 8.3) exists on any of the Collateral except collateral described above other than the Lien created in favor of the Lender pursuant to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireLoan Document.

Security Agreements. (a) On the Closing Initial Borrowing Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingdelivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;Agreement; and (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, copies of (x) requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings Holdings, BWAY Holding or the Borrower any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings Holdings, BWAY Holding or the Borrower any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), and (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings Holdings, BWAY Holding or the Borrower any of their respective Subsidiaries in each jurisdiction as the Administrative Agent Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. On the Closing Date, (xa) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E E-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (yb) Borrower and Holdings each Canadian Credit Party shall have duly authorized, executed and delivered the Perfection Certificate Canadian Security Agreement substantially in the form of Exhibit E-2, each Security Agreement covering all of such Credit Party’s present and future Collateral referred to therein, as applicable, and shall have delivered the followingdelivered: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and verification statements evidencing the filing of proper financing statements under the PPSA or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (ii) all stock certificates or Instruments (as defined in the Security Agreement)respect of each Credit Party, if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements under the UCC and the PPSA and other filings and/or registrations that name Holdings Holdings, the Lead Borrower, the Canadian Borrower or the Borrower any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings Holdings, the Lead Borrower, the Canadian Borrower or the Borrower any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or Liens) and, as regards to Canadian Credit Parties, lien searches evidencing that all actions necessary to establish that the extent such financing statements will be terminated as contemplated by Section 6.05), Collateral Agent has a perfected security interest in and Lien on the Canadian Collateral have been taken and (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or Holdings, the Lead Borrower, the Canadian Borrower and each other Credit Party in each jurisdiction as the Administrative Collateral Agent may reasonably require; and (iii) an executed Perfection Certificate.

Security Agreements. On the Closing Effective Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) the Copyright Security Agreements to which such Credit Party is a party, (c) the Patent Security Agreements to which such Credit Party is a party and (yd) Borrower the Trademark Security Agreements to which such Credit Party is a party, and Holdings each such Security Document shall have duly authorizedbe in full force and effect, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerSecurity Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock (x) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral together with executed and undated endorsements of transfer and (y) any promissory notes (to the extent required by to be delivered pursuant to the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank, provided that not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (iii) and (iv) of the definition thereof shall be pledged; and (iii) certified copies, each copies of a recent date, of (x) requests for information or copies (Form UCC-1)copies, or equivalent reports as of a recent date, listing all effective financing statements that name Holdings Parent or the Borrower any of its Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings Parent or any of its Restricted Subsidiaries as debtor; provided that, (i) where the Borrower as debtor (none of which shall cover any of the Collateral except has used commercially reasonable efforts, to the extent evidencing Permitted Liens or to any security interest under a Security Document (other than any Collateral the extent such security interest in which may be perfected by the filing of a UCC financing statements will be terminated as contemplated by Section 6.05)statement, (y) intellectual property filings with the United States Patent and Trademark Office and or the United States Copyright Office searches reasonably requested by or the Administrative Agent delivery or possession of stock certificates) is not perfected on the Effective Date, such perfection shall not be a condition to Borrowing on the Effective Date and (zii) reports as of a recent any such unperfected security shall be perfected promptly after the Effective Date, and in no event later than 90 days after the Effective Date or such later date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireagree pursuant to Section 12.21.

Security Agreements. On (a) Each of the Closing DateCompany and its Domestic Subsidiaries shall duly execute and deliver to the Agent one or more security agreements, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E 4.3(a) hereto (each, as amended, modifiedsupplemented or modified from time to time in accordance with its terms, restated and/or a "Security Agreement", and, together with the Pledge Agreements, Mortgages, Leasehold Mortgages, the Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the Cash Collateral Agreement, the Collecting Bank Agreements, and any other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Lender Debt (including any such documents executed and delivered pursuant to Section 8.25 hereof), in each case, as amended, modified or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral collectively referred to therein as the "Security Documents"), and to the extent requested in writing by the Agent on or prior to the Closing Date (except as provided in Section 8.19(a) hereof), all consents of third parties necessary to permit the effective granting of the Liens created in such security agreements (including, as applicablewithout limitation, by reference to the Perfection a landlord's waiver and certificate (each a "Landlord's Certificate") (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices in respect of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Officeproperty subject to a Lease), in each case, as in form and substance satisfactory to the Agent, together with: (A) evidence of the completion of all recordings and filings of or with respect to the Security Documents that the Agent may be reasonably deem necessary or desirable in order to perfect and protect the security interests purported Liens created thereby, (B) evidence of the insurance required by the terms of any Security Document or this Agreement, (C) to be the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Company, and (D) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement Documents (and as set forth on Schedule 6 to the Perfection Certificate;priority of such Liens required hereunder) has been taken. (iib) The Agent shall have received (unless otherwise consented to in writing by the Agent): (A) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the day of the initial borrowing hereunder under the UCC of all stock certificates jurisdictions that the Agent may deem necessary or Instruments (as defined desirable in order to perfect and protect the Liens created by the Security Documents, covering the collateral described in the Security Agreement)Documents, if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each of a recent date, of (x) completed requests for information information, dated on or copies (Form UCC-1), or equivalent reports as before the date of a recent datethe initial borrowing hereunder, listing all effective the financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (iA) aboveabove and all other effective financing statements, tax liens and judgments filed or recorded in the jurisdictions listed on Schedule 4.3(b)(B) hereto, that name any Credit Party as debtor, taxpayer or judgment debtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirestatements.

Security Agreements. On The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered by the Borrower and each Subsidiary in existence on the Closing Date, together with (xa) Holdings certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially or any Subsidiary in the form Subsidiaries, which certificates in each case shall be accompanied by undated instruments of Exhibit E (as amendedtransfer duly executed in blank, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andor, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC; (b) financing statements suitable in form for naming the Borrower and Trademark Office each Subsidiary as a debtor and United States Copyright Officethe Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) all stock certificates securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or Instruments any Subsidiary; (d) subject to Section 7.14, landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), if anyprovided, representing that neither Borrower nor any Subsidiary shall be required to obtain as a condition to closing or evidencing the Security Agreement Collateral at any time any such agreement for (to the extent required by the Security Agreementi) accompanied by instruments Equipment and other property consisting of transfer demonstration units or located at clinical sites or trade and stock powers undated and endorsed in blankexhibition shows or (ii) other locations with less than $100,000 of Collateral; and (iiie) certified copiessubject to Section 7.14, each evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Subsidiary are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On At the Initial Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially which period may be extended in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case reasonable discretion of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments Collateral Agent (as defined in the Notes)), the Company or relevant Subsidiary of the Company shall deliver to the Collateral Agent (i) a perfection certificate, in the form attached hereto as Exhibit C, which describes in detail reasonably acceptable to the Collateral Agent the Collateral (as defined below) to be delivered (a “Perfection Certificate”), (ii) a U.S. Security Agreement, to be dated the Initial Closing Date, among the grantors named therein and the secured party named therein (the “Main Security Agreement”), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copiesa U.S. Intellectual Property Security Agreement, to be dated the Initial Closing Date, among the grantor(s) named therein and the security party named therein (the “IP Security Agreement”) and (iv) UCC financing statements (“UCC Financing Statements”), each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovethrough (iv), together with copies in form and substance satisfactory to the Collateral Agent, which create a first lien security interest in all assets of the Company including, but not limited to, its intellectual property (subject to prior Liens and other customary exclusions, in each case acceptable to the Collateral Agent in its sole discretion) (the “Collateral”) and shall perfect a first lien security interest in all such assets of the Company other financing statements that name Holdings or than the Borrower Company’s non-U.S. assets and its bank accounts. As soon as debtor reasonably practicable, but in any event before thirty (none of 30) days after the Initial Closing (which shall cover any period may be extended in the reasonable discretion of the Collateral except Agent (as defined in the Notes)), the Company or relevant Subsidiary of the Company shall deliver to the extent evidencing Permitted Liens or Collateral Agent (a) such additional security documents, including deposit account control agreements, in form and substance reasonably acceptable to the extent such financing statements will be terminated as contemplated by Section 6.05)Collateral Agent, which perfect a first lien security interest in all remaining assets of the Company (ysubject to prior Liens and other customary exclusions, in each case acceptable to the Collateral Agent in its sole discretion) United States Patent (the “Ancillary Security Documents” and Trademark Office together with the Perfection Certificate, Main Security Agreement, the IP Security Agreement and United States Copyright Office searches reasonably requested by UCC Financing Statements, the Administrative Agent “Security Agreements”) and (zb) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or such Ancillary Security Documents delivered, customary legal opinions relating to such Ancillary Security Documents, in form and substance reasonably acceptable to the Borrower in each jurisdiction as the Administrative Agent may reasonably requireCollateral Agent.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially Borrower and each Material Subsidiary, together with: (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to time, defined in the “Security Agreement”UCC)) covering evidencing (i) all of Holdings’ the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in the Borrower and the Borrower’s present and future Collateral referred to therein Subsidiaries (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”other than any Excluded Foreign Subsidiary) and (yii) 65% of the issued and outstanding voting Capital Securities and 100% of the issued and outstanding non-voting Capital Securities owned by the Borrower and Holdings shall have duly authorizedor any Guarantor in any Excluded Foreign Subsidiary, executed and delivered the Perfection Certificate and shall have delivered the following: which certificates in each case described in clauses (i) proper financing statements and (Form UCC-1 or the equivalentii) authorized for filing under the UCC or other appropriate filing offices shall be accompanied by undated instruments of each jurisdiction andtransfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and United States Copyright Officeeach Material Subsidiary as a debtor and the Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary or (ii) all stock certificates securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or Instruments any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiie) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Material Subsidiary are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any Guarantor as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any Guarantor as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower or any Guarantor in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On Each of the Closing Date, (x) Holdings and the Borrower security agreement modifications shall have been duly and properly authorized, executed and delivered by the parties thereto and shall be in full force and effect, and pursuant to the Security Agreement substantially in Agreements, Borrower shall have granted to the form of Exhibit E (as amendedAgent first valid and binding perfected security interests, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering liens and encumbrances on all of Holdings’ the assets of Borrower (other than personal property which are either de minimis or non core assets of the Borrower and restricted cash balances and investments of the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference disbursed loan proceeds other than the Killington Property prior to the Perfection Certificatefiling of the required subdivision plats permitted the recording of the Mortgage applicable to the Killington Property) in favor of the Agent (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingsubject only to permitted Liens including without limitation: (i) proper financing statements (Form UCC-1 all fee simple and leasehold interests in and to all real property owned or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the leased by Borrower, filings with the United States Patent and Trademark Office all buildings and United States Copyright Office, in each case, as may be reasonably necessary improvements now located or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificateconstructed thereon, whether now owned or hereafter acquired; (ii) all stock certificates tangible and intangible assets of Borrower, whether now owned or Instruments hereafter acquired, including without limitation all machinery, equipment, furniture, furnishings, inventory, appliances, contract rights, deposit accounts, cash collateral, hotel and motel revenues, instruments, general intangibles, etc., whether now owned or hereafter acquired, but excluding leasehold personal property interests which Borrower is prohibited by the lessor from assigning and any interest in any personal property lease agreement which Borrower is prohibited from assigning; (iii) all leases, tenancies, purchase and sale agreements for the sale of condominium units or other property, operating agreements, contract and rental agreements for the lease, sale (as defined in the Security Agreementpermitted hereunder), if anyrental, representing occupancy, hire or evidencing use of any of Borrower's assets, including without limitation the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer Mortgaged Properties, or any portion thereof together with all income, profits, revenues, cash collateral and stock powers undated and endorsed in blankother proceeds thereof; and (iiiiv) certified copiesall licenses, each of a recent datepermits, of (x) requests for information or copies (Form UCC-1)trade names, or equivalent reports as of a recent datepatents, listing all effective financing statements that name Holdings or the Borrower as debtor trademarks, approvals and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirecontracts.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreement, each dated as of the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and by the Borrower’s present , Intermediate Holdco and future Collateral referred to therein (includingeach Subsidiary of the Borrower, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries directly owned by such Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Uniform Commercial Code Form UCC-1 financing statements and Uniform Commercial Code Form UCC-3 amendment or continuation statements (“Filing Statements”), as appropriate, suitable in form for naming Intermediate Holdco, the Borrower, filings with and each Subsidiary Guarantor as a debtor and the United States Patent and Trademark Office and United States Copyright OfficeAdministrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;Agreement; and (iic) all stock certificates or Instruments (as defined in the Security Agreement)Uniform Commercial Code Form UCC-3 termination statements, if any, representing or evidencing the necessary to release all Liens and other rights of any Person in any collateral described in any Security Agreement Collateral previously granted by any Person, and (to ii) securing any of the extent required by Indebtedness under the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) aboveSecond Lien Loan Documents, together with copies of such other financing Uniform Commercial Code UCC-3 termination statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirerequest from such Obligors.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Lender shall have received executed counterparts of the Security Agreement and each Dutch Security Document, each dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially Borrower and each Material Subsidiary, together with (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to time, defined in the “Security Agreement”UCC)) covering evidencing all of Holdings’ the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in the Borrower and the Borrower’s present Subsidiaries (limited to 65% of the issued and future Collateral referred to therein (includingoutstanding voting Capital Securities and 100% of the issued and outstanding non-voting Capital Securities of any Excluded Foreign Subsidiary), as applicablewhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andor, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all Laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and United States Copyright Officeeach Subsidiary as a debtor and the Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement); and (c) UCC Form UCC-3 termination statements, if any, representing or evidencing the Security Agreement Collateral (necessary to the extent required by the Security Agreement) accompanied by instruments release all Liens and other rights of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause any Person (i) abovein any assets of the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with copies of such other financing UCC Form UCC-3 termination statements that name Holdings or as the Lender may reasonably request from the Borrower as debtor (none of which shall cover or any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireSubsidiary.

Security Agreements. On the Closing Date, (x) Holdings The Administrative Agent and the Borrower Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedeach Material Subsidiary (if any), executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are securities (as defined in the BorrowerUCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in in any Subsidiaries, filings with the United States Patent and Trademark Office and United States Copyright Office, which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, to the extent such certificates and undated instruments is not in the possession of the Administrative Agent on or prior to the date hereof; (b) financing statements suitable in form for naming the Borrower and each Material Subsidiary as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or, in the opinion of the Administrative Agent or any Lender, desirable to perfect the security interests purported of the Administrative Agent and the other Secured Parties pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by are not filed and effective on or prior to the date hereof; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person, except for Liens permitted pursuant to Section 6.05)8.3, (yi) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as in any assets of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower or any Subsidiary or (ii) securing any of the Indebtedness identified in each jurisdiction Schedule 8.2(b)(i) to the Disclosure Letter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lender may reasonably requirerequest from the Borrower or any Subsidiary; (d) [reserved]; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Material Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. On The due and punctual payment of the Closing DateAccreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (xto the extent permitted by law) Holdings on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Borrower Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have duly authorizedentered into simultaneously with the execution of this Indenture (or, executed with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and delivered agrees to the terms of the Security Agreement substantially Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in the form of Exhibit E (as amended, modified, restated and/or supplemented effect or may be amended from time to timetime in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the “Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreement”) covering Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of Holdings’ the Security Agreements, to assure and confirm to the Trustee and the Borrower’s present Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and future Collateral referred the Intercreditor Agreements or any part thereof, as from time to therein (includingtime constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, by reference to a valid and enforceable perfected first priority Lien in and on all the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case favor of the Borrower, filings with Collateral Agent for the United States Patent benefit of the Holders of Notes and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies holders of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except Indebtedness, superior to and prior to the extent evidencing rights of all third Persons and subject to no Liens other than Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireLiens.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E F (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdingseach Credit Parties’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings each Credit Party shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, and filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered pursuant to the terms of the Existing Term Loan Credit Agreement and the related security agreement, and the collateral agent under such security agreement shall hold such stock certificates, Instruments, instruments of transfer and stock powers as bailee for the Guaranteed Creditors hereunder; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower each Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower any Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Collateral Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower each Credit Party in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Effective Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock (A) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (B) any promissory notes endorsed in blank; andprovided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (c) and (d) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Loan; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements that name Holdings Parent or the Borrower any of its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than (A) Permitted Liens or (B) Liens in respect of which the Collateral Agent shall have received satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that (A) to the extent evidencing Permitted Liens or to any security interest under a Security Document (other than any Collateral the extent such financing statements will security interest in which may be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested perfected by the Administrative Agent filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Effective Date (1) due to undue burden or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Effective Date, and (zB) reports as of a recent any such unperfected security shall be perfected promptly after the Effective Date, and in no event later than 90 days after the Effective Date or such later date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireagree pursuant to Section 13.23.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially Borrower and each Subsidiary, together with (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amendeddefined in the UCC)), modifiedif any, restated and/or supplemented from time to time, the “Security Agreement”) covering evidencing all of Holdings’ the issued and outstanding Capital Securities owned by the Borrower’s present and future Collateral referred to therein (includingBorrower or any Subsidiary in the Subsidiaries, as applicablewhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andor, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been perfected by control by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and United States Copyright Officeeach Subsidiary as a debtor and the Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or evidencing any Subsidiary (other than those relating to Permitted Liens), and (ii) securing any of the Security Agreement Collateral Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the extent required by Lender from the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blanklandlord to the Borrower with respect to the property located at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; and (iiie) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Subsidiary are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On The due and punctual payment of the Closing principal of and Fixed Interest, but not Contingent Interest, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at the Principal Maturity Date , by acceleration or by prepayment in accordance with Section 3.07, and interest on the overdue principal of the Notes and performance of all other obligations of the Company (xexcluding any and all obligations with respect to any Contingent Interest) Holdings to the Holders of Notes, the Trustee or the Collateral Trustee under this Indenture, the Security Agreements and the Borrower Notes, according to the terms hereunder or thereunder, shall have duly authorized, executed and delivered be secured as provided in the Security Agreement substantially Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in the form of Exhibit E (as amended, modified, restated and/or supplemented effect or may be amended from time to timetime in accordance with its terms, appoints the “Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into the Security Agreement”) covering Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall do or cause to be done all of Holdings’ such acts and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, things as may be reasonably necessary or desirable proper, or as may be required by the provisions of the Security Agreements, to perfect assure and confirm to the Trustee and the Collateral Trustee the security interests purported to be created interest in the Collateral contemplated hereby, by the Security Agreement Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and as set forth on Schedule 6 benefit of this Indenture and of the Notes secured hereby, according to the Perfection Certificate; (ii) intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take any and all stock certificates or Instruments (as defined in actions reasonably required to cause the Security Agreement)Agreements to create and maintain, if anyas security for the Obligations of the Company hereunder, representing or evidencing a valid and enforceable perfected Lien in and on all the Security Agreement Collateral, in favor of the Collateral (Trustee for the ratable benefit of the Holders of Notes, superior to and prior to the extent required rights of all third Persons other than the Collateral Trustee and those Persons holding First Lien Debt, and subject to no Liens (other than Liens permitted by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1Agreements), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. (a) On the Closing Effective Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E G-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including), as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments certified copies of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings any U.S. Credit Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Effective Date, together with copies of such other financing statements that name any U.S. Credit Party or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) all Securities and Instruments (in each case, as defined in the respective U.S. Security Agreement) then owned by such U.S. Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of certificated Securities, in each case, delivered to the applicable collateral agent pursuant to the Intercreditor Agreement; (iv) a Perfection Certificate (appropriately completed), along with completed Schedules thereto, duly executed by an Authorized Officer of Holdings, each Borrower and each Subsidiary Guarantor; (v) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests intended to be created by the U.S. Security Agreement; and (vi) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the U.S. Security Agreement shall be in full force and effect. (b) On the Effective Date, each Canadian Credit Party shall have duly authorized, executed and delivered one or more security agreements and deeds of hypothec (as required by the Administrative Agent) substantially in the form of Exhibit G-2 (as amended, modified, restated and/or supplemented from time to time, each, a “Canadian Security Agreement”), together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements, recordations or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests purported to be created by each Canadian Security Agreement; (ii) PPSA inquiry response certificates certified by the Registrar of Personal Property Security (Ontario) or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party or any of its Subsidiaries, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies evidence of the release or discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such other financing statements that name Holdings or the Borrower Canadian Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent Collateral Agent; (iii) all Securities and Instruments (in each case, as defined in the respective Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (zy) reports as together with executed and undated endorsements for transfer in the case of a recent date listing certificated Securities; (iv) evidence of the completion of all effective tax other recordings and judgment liens filings of, or with respect to, each Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to Holdings or perfect the Borrower security interests intended to be created by each Canadian Security Agreement; and (v) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by each jurisdiction as the Administrative Agent may reasonably requireCanadian Security Agreement have been taken, and each Canadian Security Agreement shall be in full force and effect.

Security Agreements. On the Closing Date, (x) Holdings and the The Borrower shall have delivered to the Administrative Agent and each Lender copies of each of the following: (a) a pledge and security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the form of Exhibit E-1, duly authorizedexecuted by the Borrower, that, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (b) a pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form of Exhibit E-2, duly executed by the Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower; (c) a pledge agreement (as amended from time to time, a "C-Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit E-3, duly executed by the C-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each C-Block Subsidiary; (d) a pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit E-4, duly executed by the D-, E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F-Block Subsidiary; (e) pledge and security agreements (together with each other pledge and security agreement delivered the pursuant to Section 6.16(b), in each case as amended from time to time, a "Subsidiary Security Agreement Agreement"), substantially in the form of Exhibit E E-5 hereto, duly executed by the Guarantors (as amended, modified, restated and/or supplemented from time to timeother than the Parent, the “Security Agreement”) covering all C-Block Subsidiary Parent, the D-, E- and F-Block Subsidiary Parent and OC), each of Holdings’ and which, among other things, grants to the Borrower’s present and future Collateral referred to therein Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary) as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) Lenders may request; and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingin each case together with: (i) if applicable, certificates representing the shares or units of Stock pledged under such Security Agreement, accompanied by undated stock powers executed in blank, (ii) duly executed financing statements, in proper financing statements (Form UCC-1 or the equivalent) authorized form for filing under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction and, in all jurisdictions that the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as Administrative Agent may be reasonably deem necessary or desirable in order to perfect and protect the first priority 116 liens and security interests purported to be created by the under such Security Agreement and as set forth on Schedule 6 to covering the Perfection Certificate; (ii) all stock certificates or Instruments (as defined Collateral described in the such Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and, (iii) certified copies, each evidence of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or any insurance required by the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies terms of such Security Agreement, (iv) evidence that all other financing statements action that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requiredeem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreement has been taken.

Security Agreements. On The Agent shall have received: (a) counterparts of each Security Agreement (including the Closing Date, (x) Holdings Original Subordination Agreements but excluding the AngloGold Security Agreements and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially (Fixed Assets) duly executed by an Authorised Representative of each Obligor party thereto; (b) evidence that all filings, stampings; registrations, recordings, notifications and other actions in all relevant jurisdictions necessary or, in the form opinion of Exhibit E (as amendedcounsel to the Agent, modifiedadvisable or desirable, restated and/or supplemented from time in order to time, create in favour of the “Security Agreement”) covering Lender Parties a valid and perfected first-priority lien over all of Holdings’ the collateral purported to be covered by each Security Agreement (including the Original Subordination Agreements but excluding the AngloGold Security Agreements and the Borrower’s present and future Collateral referred to therein Borrower Security Agreement (includingFixed Assets) have been made or, as applicablethe case may be, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) taken and (y) Borrower are in full force and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:effect; (i) proper financing statements share certificates representing all of the share capital and voting rights of the Borrower owned by Morila Holdings (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andincluding any Directors Qualifying Shares and being, in the case aggregate, not less than eighty percent (80%) of the Borrower, filings with the United States Patent such share capital and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificatevoting rights); (ii) share certificates representing all stock certificates or Instruments (as defined of the issued and paid-in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments share capital of transfer and stock powers undated and endorsed in blankMorila Holdings; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the shares described in each of clauses (c)(i) and (c)(ii), stock powers relating thereto executed in blank and such other instruments of transfer in connection therewith as the Agent shall reasonably require; (d) copies of each Counterparty Notice (as defined in and required by each of the Borrower Security Agreement (Offshore Assets) and the Randgold Resources Security Agreement), duly executed by an Authorised Representative of the relevant Obligor and by an authorized signatory of any other person required to execute such Counterparty Notice; and (e) copies of any documentation evidencing any Approved Subordinated Indebtedness then in each jurisdiction as the Administrative Agent may reasonably requireeffect.

Security Agreements. On the Closing DateThe Administrative Agent shall have ------------------- received, (x) Holdings and with counterparts for each Lender, executed counterparts of the Borrower shall have Security Agreement dated as of the date hereof, duly authorized, executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any Subsidiaries, executed counterparts of each Subsidiary Security Agreement substantially in dated as of the form of Exhibit E (as amendeddate hereof, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:by an Authorized Officer of each such Subsidiary, together with (ia) proper executed copies of Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the Borrower and each such Subsidiary (if any) as a debtor and the Administrative Agent, on behalf of the Secured Parties, as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by such Security Agreement; (b) the applicable Perfection Certificate (as defined in such Security Agreement); (c) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (except for Permitted Liens) of any Person (i) in any collateral described in any Security Agreement and as set forth on Schedule 6 previously granted to the Perfection Certificate;any Person, and (ii) all stock certificates or Instruments (as defined securing any of the Indebtedness in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (respect to the extent required by Rothschild Credit Facility, together with such other Uniform Commercial Code Form UCC-3 termination statements as the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; andAdministrative Agent may reasonably request from such Obligors; (iiid) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or the Borrower and each Subsidiary (under its -57- present name and any previous names) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, ---------- together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any collateral described in any Security Agreement except for Permitted Liens); (i) all applicable Counterparty Notices required to be delivered pursuant to Sections 3.6 and 4.10(i) of the Collateral except to the extent evidencing Permitted Liens or a Security Agreement and Sections 2.10 and 3.3(c) of a Mortgage (to the extent such financing statements will notices may be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested obtained by the Administrative Agent Borrower with the exercise of its commercially reasonable efforts) and (zii) reports as of a recent date listing all effective tax and judgment liens landlord lien notices with respect to Holdings each lessor of premises leased to the Borrower or any Subsidiary after the date of this Agreement with respect to the assets of the Borrower or any Subsidiary located on such premises; (f) in the event the Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Borrower in each jurisdiction such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (g) all Pledged Notes (as defined in the Borrower Security Agreement and the Subsidiary Security Agreement, as applicable), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by the Borrower or a Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably requirerequest. The Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii no Lien exists on any of the collateral described above other than Permitted Liens and the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document.

Security Agreements. On the Closing Effective Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (iiA) all stock any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (B) any promissory notes endorsed in blank; andprovided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (c) and (d) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Loan; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements that name Holdings Parent or the Borrower any of its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than (A) Permitted Liens or (B) Liens in respect of which the Collateral Agent shall have received satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the extent evidencing Permitted Liens or security interests intended to the extent be created by each such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.Security Document;

Security Agreements. On In order to secure the Closing Datepayment when due of Borrowers' Obligations, (x) Holdings each of the Borrowers has conveyed to Bank a security interest in, among other things, all of such Borrower's accounts receivable, inventory, machinery, equipment, fixtures and the Borrower other tangible and intangible personal property and all proceeds and products thereof, which security interest is and shall have duly authorized, executed be a first and delivered the prior interest in all such items except for those Uniform Commercial Code security interests described on Schedule 6.12 attached hereto. Said security interests are evidenced by a Security Agreement substantially dated as of May 14, 1998 and as amended on the date hereof by an Amendment to Security Agreement dated as of the date hereof executed by Virbac in favor of Bank, a Security Agreement dated as of May 14, 1998 and as amended on the form date hereof by an Amendment to Security Agreement dated as of Exhibit E the date hereof executed by PM Resources in favor of Bank, a Security Agreement dated as of the date hereof and executed by Virbac AH in favor of Bank, a Security Agreement dated as of the date hereof and executed by Francodex in favor of Bank and by a Security Agreement dated as of May 14, 1998 and as amended on the date hereof by an Amendment to Security Agreement dated as of the date hereof and executed by St. XXX in favor of Bank (as amended, modified, restated and/or supplemented the same may from time to timetime be amended, the “"Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case Agreements"). Each of the BorrowerBorrowers further covenants and agrees to execute and deliver to Bank any and all financing statements, filings with the United States Patent continuation statements and Trademark Office and United States Copyright Office, in each case, such other documentation as may be reasonably necessary or desirable requested by Bank in order to create, perfect and continue said security interests. Upon demand, Borrowers shall jointly and severally pay all appraisal fees, legal and filing fees and expenses incurred by Bank in the preparation of the foregoing documents and perfection of the security interests purported interest contemplated thereby. Bank shall have no obligation to be created by the Security Agreement make any Loan hereunder unless and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireuntil Borrowers have fully satisfied these requirements.

Security Agreements. On The Administrative Agent shall have received executed counterparts of the Borrower Security Agreement, the Subsidiary Security Agreement and the Parent Security Agreement, in each case dated as of the Closing Date, (x) Holdings Date and the Borrower shall have duly authorized, executed and delivered by the Borrower, each Subsidiary of the Borrower that is a party to the Subsidiary Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (includingParent, as applicablethe case may be, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1 UCC-1) or such other evidence of filing as may be acceptable to the Administrative Agent, or in the discretion of the Administrative Agent copies suitable for filing, naming in each case the Borrower, such Subsidiary or the equivalent) authorized Parent, as the case may be, as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, filed or suitable for filing under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported interest of the Administrative Agent pursuant to be created by the each Security Agreement; (b) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (other than Liens permitted under Section 8.2.3) (i) in any collateral described in each Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;previously granted by any Person, and (ii) all stock certificates or Instruments securing any of the Indebtedness identified in Item 8.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule, together with such other Uniform Commercial Code Form UCC-3 termination statements as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAdministrative Agent may reasonably request from such Obligors; and (iiic) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that statements, tax liens and judgment liens which name Holdings or the Borrower Borrower, such Subsidiaries and the Parent (under their respective present names and any previous names thereof) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which (other than those described in clause (a), if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements described in clause (a)) shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower collateral described in each jurisdiction as the Administrative Agent may reasonably requireSecurity Agreement).

Security Agreements. (a) On the Closing Initial Borrowing Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingdelivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerAdministrative Agent or either Joint Lead Arranger, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments certified copies of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement, or evidence that the same shall be ready to be completed promptly following the Initial Borrowing Date; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken (to the extent required to be taken on or prior to the Initial Borrowing Date pursuant to the provisions of the U.S. Security Agreement); and the U.S. Security Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements will (PPSA Form 1-C or such other financing statements or similar notices as shall be terminated as contemplated required by Section 6.05local law), registered under the PPSA in Ontario and each other jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests purported to be created by the Canadian Security Agreement; (yii) United States Patent PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name Holdings or any of its Subsidiaries, or a division or other operating unit of any such Person, as debtor and Trademark Office that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and United States Copyright Office searches acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Administrative Agent Collateral Agent; (iii) all Securities and Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (zy) reports as together with executed and undated endorsements for transfer in the case of a recent date listing Equity Interests constituting certificated Securities; and (iv) evidence of the completion of all effective tax other recordings and judgment liens filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to Holdings or perfect the Borrower security interests intended to be created by the Canadian Security Agreement; and the Canadian Security Agreement shall be in each jurisdiction as the Administrative Agent may reasonably requirefull force and effect.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, the Pledge and Security Agreement and the Perlmutter Security Agreement, dated the Closing Date, (x) Holdings and duly executed xxx xxxxxered by an Authorized Officer of the Borrower shall have duly authorized, executed and delivered each U.S. Subsidiary or the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (includingPersonal Guarantor, as applicable, together with (i) certificates evidencing all of the issued and outstanding Capital Securities owned by reference to (x) the Perfection Certificate) (the “Security Agreement Collateral”) Borrower in its U.S. Subsidiaries and (y) each U.S. Subsidiary in its U.S. Subsidiaries and (ii) certificates evidencing 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary directly owned by the Borrower or any U.S. Subsidiary, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and Holdings shall have duly authorized, executed evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and delivered perfected by the Perfection Certificate Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and shall have delivered 9 of the following:UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; and (ib) proper financing statements all promissory notes (Form UCC-1 including intercompany notes in which the Borrower or any U.S. Subsidiary has an interest), if any, evidencing Indebtedness payable to the equivalentBorrower or any U.S. Subsidiary duly endorsed in blank, together with Filing Statements (or similar instruments) authorized for filing in respect of such promissory notes executed by the Borrower or a U.S. Subsidiary, as applicable, to be filed in such jurisdictions as the Administrative Agent may reasonably request; (c) executed copies of Filing Statements naming the Borrower, each U.S. Subsidiary and the Personal Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC or other appropriate filing offices of each jurisdiction andall jurisdictions as may be necessary or, in the case reasonable opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (iid) all stock certificates or Instruments (as defined in the Security Agreement)executed copies of proper UCC Form UCC-3 termination statements, if any, representing or evidencing the necessary to release all Liens and other rights of any Person (i) in any collateral described in any Security Agreement Collateral previously granted by any Person, and (to ii) securing any of the extent required by Indebtedness identified in Item 7.2.2(b) of the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; andDisclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; (iiie) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or the Borrower or any U.S. Subsidiary (under its present name and any previous names) as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05collateral described in any Loan Document), ; and (yf) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and its counsel shall be satisfied that (zi) reports as of a recent date listing all effective tax and judgment liens with respect the Lien granted to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireAgent, for the benefit of the Secured Parties in the collateral (other than motor vehicles, motor vehicle trailers, fixtures, and investment property not constituting Capital Securities pledged pursuant to the Pledge and Security Agreement) described above is a first (subject to Designated Permitted Liens) priority (or local equivalent thereof) security interest; and (ii) no Lien (other than Designated Permitted Liens) exists on any of the collateral described above other than the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document.

Security Agreements. On In order to secure the Closing Datedue and punctual payment of the Pari Passu Obligations, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements on the Issue Date, simultaneously with the execution and delivery of this Indenture, the Guarantors have executed Collateral Agreements granting to the Collateral Agent for the benefit of the Secured Parties (Form UCC-1 in accordance with the Intercreditor Agreement) a first-priority perfected Lien in the Collateral, and (ii) after the Issue Date, in accordance with the provisions of Sections 4.13 and 4.26 and this Article 11, if (I) any asset of the type which is required to constitute Collateral pursuant to this Indenture or the equivalentCollateral Agreements is acquired by any Guarantor and such asset is not automatically subject to a first-priority perfected Lien in favor of the Collateral Agent or (II) authorized for filing under a Subsidiary of the UCC Company that is not already a Guarantor is required to become a Guarantor pursuant to Section 4.13, then such Guarantor or such other appropriate filing offices Subsidiary shall, as soon as practicable after the acquisition of each jurisdiction the applicable asset or the occurrence of the event requiring such Subsidiary to become a Guarantor (and, in any event, within 20 Relevant Business Days after such acquisition or event), execute and deliver the necessary Collateral Agreements in order to grant to the Collateral Agent a first-priority perfected Lien in all assets of such Guarantor or such other Subsidiary which are required to, but do not already, constitute Collateral. In each case described above, each Guarantor shall execute and deliver such other Collateral Agreements, deliver any certificates to the Collateral Agent in respect of the Borrowerapplicable Collateral as required by this Indenture and the applicable Collateral Agreements and take all other appropriate actions to ensure the Collateral Agent, for the benefit of the Secured Parties, has a first-priority perfected Lien therein. For the avoidance of doubt, the Guarantors shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property, the Guarantors shall not be required to execute an assignment of any Drilling Contract, and in no event shall any Guarantor be required to take actions to perfect the Collateral Agent’s security interest in trucks, trailers and other motor vehicles covered by a certificate of title under the law of any state. The Company shall cause every Guarantor to make all filings with (including filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States Patent and Trademark Office and United States Copyright Office(or the applicable political subdivision, in each case, as territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and take all other actions as are reasonably necessary or desirable required by the Collateral Agreements to perfect maintain (at the sole cost and expense of the Guarantors) the security interests purported to be interest created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined Collateral Agreements in the Security Agreement)Collateral as a first-priority perfected Lien. All references to a “first-priority perfected Lien” in this Section 11.01(a) shall be understood to be subject to Permitted Collateral Liens, if any, representing or evidencing any and the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any terms of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireIntercreditor Agreement.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Closing Date, (x) Holdings U.S. Pledge and Security Agreement and the Borrower shall have Canadian Pledge and Security Agreement, each dated as of the date hereof, duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amendedby each applicable Obligor, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments Capital Securities that are certificated securities (as defined in the Security AgreementUCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries and Foreign Subsidiaries directly owned by each Obligor, if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) which certificates in each case shall be accompanied by undated instruments of transfer and stock powers undated and endorsed duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent and Required Lenders that the security interest therein has been transferred to and perfected by the Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; provided, however, that (x) no Capital Securities of any CFC Subsidiary (other than a First-Tier CFC Subsidiary) shall be required to be delivered pursuant to this Section 5.1.9 and (y) any certificate evidencing the issued and outstanding Capital Securities of any First-Tier CFC Subsidiary shall be limited to (i) 65% of the issued and outstanding Voting Securities and (ii) 100% of the issued and outstanding non-voting Capital Securities, in each case of such First-Tier CFC Subsidiary (provided that, the foregoing may be delivered to the First Lien Collateral Agent subject to the terms, conditions and restrictions set forth in the Intercreditor Agreement and such delivery shall be deemed to satisfy this Subsection (a) of Section 5.1.9); and provided further that notwithstanding the foregoing, no actions (such as delivery of share certificates) shall be required to perfect the lien on stock of Immaterial Subsidiaries beyond UCC and PPSA filings against the applicable parent. (b) Filing Statements suitable in form for naming the Parent, the Borrower and each Subsidiary Guarantor, as applicable, as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC or PPSA of all jurisdictions as may be necessary or, in the opinion of the Required Lenders, desirable to perfect the first priority security interests of the Collateral Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments, in each case in form and substance suitable for filing, necessary to render ineffective and release all Liens and other rights of any Person in any collateral (i) described in any security agreement previously granted by the Parent or any of its Subsidiaries (other than Liens permitted by Section 7.2.3(c) and liens in favor of landlords permitted under Section 7.2.3(f)), or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments as the Administrative Agent or Required Lenders may reasonably request from the Parent or any of its Subsidiaries; and (iiid) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1)UCC-11) or similar PPSA instruments, or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Required Lenders, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral shall, except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower Liens permitted by Section 7.2.3), evidence a Lien on any collateral described in each jurisdiction as the Administrative Agent may reasonably requireany Loan Document).

Security Agreements. On the Closing Date, (xa) Holdings and Each of the Borrower and its Domestic Subsidiaries (other than the Sonab Entities) shall have duly authorizedexecute and deliver to the Agent one or more security agreements, executed and delivered the Security Agreement substantially in the form of Exhibit E 4.3(a) hereto (each, as amended, modifiedsupplemented or modified from time to time in accordance with its terms, restated and/or a "Security Agreement", and, together with the Pledge Agreements, Mortgages, Leasehold Mortgages, the Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the Cash Collateral Agreement, the Collecting Bank Agreements, and any other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Obligations, in each case, as amended, modified or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral collectively referred to therein as the "Security Documents"), and to the extent requested in writing by the Agent (except as provided in Section 8.19(a) hereof), all consents of third parties necessary to permit the effective granting of the Liens created in such security agreements (including, as applicablewithout limitation, by reference to the Perfection a landlord's waiver and certificate (each a "Landlord's Certificate") (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices in respect of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Officeproperty subject to a Lease), in each case, as in form and substance reasonably satisfactory to the Agent, together with: (A) evidence of the completion of all recordings and filings of or with respect to the Security Documents that the Agent may be reasonably deem necessary or desirable in order to perfect and protect the security interests purported Liens created thereby, (B) evidence of the insurance required by the terms of any Security Document or this Agreement, (C) to be the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Borrower, and (D) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement Documents (and as set forth on Schedule 6 to the Perfection Certificate;priority of such Liens required hereunder) has been taken. (iib) The Agent shall have received (unless otherwise consented to in writing by the Agent) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all stock certificates jurisdictions that the Agent may deem necessary or Instruments (as defined desirable in order to perfect and protect the Liens created by the Security Documents, covering the collateral described in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireDocuments.

Security Agreements. On In order to secure the Closing Datepayment when due of Borrower's Obligations, (x) Holdings and the Borrower shall have duly authorizedconvey to Bank a security interest in all of Borrower's machinery, executed equipment and delivered fixtures and all proceeds and products thereof, which security interest shall be a first and prior interest in all such items except for those Uniform Commercial Code security interests securing Borrower's obligations to Harris under the Reimbursement Agrxxxxxx. Said security interest shall be evidenced by a Security Agreement substantially (Equipment) dated the date hereof and executed by Borrower in favor of Bank in the form of attached hereto as Exhibit E B and incorporated herein by reference (as amended, modified, restated and/or supplemented the same may from time to timetime be amended, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “"Security Agreement Collateral”) (Equipment)"). Borrower further covenants and (y) Borrower agrees to execute and Holdings shall have duly authorizeddelivery to Bank any and all financing statements, executed continuation statements and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or such other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, documentation as may be reasonably necessary or desirable requested by Bank in order to create, perfect and continue said security interest. Borrower's Obligations shall further be secured by the Mortgage dated the date hereof executed by Borrower in favor of Bank in the form attached hereto as Exhibit C and incorporated herein by reference (as the same may from time to time be amended, the "Kansas Mortgage") and by the Deed of Trust dated the date hereof executed by Borrower in favor of Bank in the form attached hereto as Exhibit D and incorporated herein by reference (as the same may from time to time be amended, the "Missouri Deed of Trust"). Upon demand, Borrower shall pay all legal and filing fees and expenses incurred by Bank in the preparation of the foregoing documents and perfection of the security interests purported and liens contemplated thereby. Bank shall have no obligation to be created by make the Security Agreement and as set forth on Schedule 6 Term Loan hereunder or to purchase the Perfection Certificate; (ii) all stock certificates or Instruments (as defined participation in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments Letter of transfer Credit unless and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the until Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirehas fully satisfied these requirements.

Security Agreements. On The Administrative Agent shall have ------------------- received executed counterparts of each Security Agreement, each dated as of the Closing Effective Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form by an Authorized Officer of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ each Borrower and the Borrower’s present and future Collateral referred to therein (includingeach Significant Subsidiary, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: together with (i) proper executed UCC financing statements (Form UCC-1 UCC-1) naming such Obligor as the debtor and the Administrative Agent as the secured party, or the equivalent) authorized other similar instruments or documents, suitable for filing under the UCC or other appropriate filing offices of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interest of the Administrative Agent in the interests purported of such Obligor in the collateral pledged pursuant to be created by the applicable Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (provided that perfection of security interests -------- in motor vehicles shall not be required), (ii) all stock certificates or Instruments executed copies of proper UCC termination statements (as defined in the Security AgreementForm UCC-3), if any, representing or evidencing necessary to release all Liens and other rights of any Person (other than Liens permitted under Section 7.2.3) in any collateral described in the applicable Security Agreement Collateral previously granted by any Person, together with such other UCC termination statements (to Form UCC-3) as the extent required by the Security Agreement) accompanied by instruments of transfer Administrative Agent may reasonably request from such Obligor; and stock powers undated and endorsed in blank; and (iii) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the date hereof, listing all effective financing statements that which name Holdings or such Obligor (under its present names and any previous names) as the Borrower as debtor and that which are filed in the jurisdictions referred in which filings are to in be made pursuant to clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent ---------- such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirestatements.

Security Agreements. On the Closing Initial Borrowing Date, (x) Holdings each of Parent, Xxxxxxx Graphic and the Borrower each Guarantor Parent shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E H (as amended, modified, restated and/or supplemented from time to time, the “a "Security Agreement”" and collectively, the "Security Agreements") covering all of Holdings’ and the Borrower’s such Person's present and future Security Agreement Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized fully executed (where required) for filing under the UCC or in other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerLender, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates certified copies of Requests for Information or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, listing all effective financing statements that name Holdings any Credit Party or the Borrower any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings any Credit Party or the Borrower any of its Subsidiaries as debtor (none of which shall cover any of the Collateral Collateral, except to the extent evidencing Permitted Liens or in respect of which the Lender shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Lender, desirable to perfect the extent such financing statements will security interests intended to be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested created by the Administrative Agent Security Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to create, maintain, effect, perfect, preserve, maintain and (z) reports as of a recent date listing all effective tax protect the security interests purported to be created by the Security Agreement have been taken; and judgment liens with respect to Holdings or the Borrower Security Agreement and such other documents shall be in each jurisdiction as the Administrative Agent may reasonably requirefull force and effect.

Security Agreements. On the Closing Date, (xi) Holdings and the Each Borrower shall have duly authorized, executed and delivered to the Agent a Security Agreement substantially in form and content acceptable to the form of Exhibit E (as amendedAgent, modified, restated and/or supplemented from time granting to time, the “Security Agreement”) covering Agent a Lien in all of Holdings’ such Borrower's equipment, inventory, fixtures, accounts, chattel paper, general intangibles, documents, and instruments, whether now owned or hereafter acquired, including, without limitation, pursuant to the Acquisition Agreement, wherever located, and any and all products and proceeds thereof, and shall secure the payment of any and all indebtedness and liabilities, whether now existing or hereafter incurred, of such Borrower to the Agent; and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and Agent shall have received (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper appropriate financing statements to perfect each such Lien, which Lien shall be superior in priority to all other Liens, other than (Form UCC-1 or I) Liens described in Schedule 3.9, and (II) Liens arising after the equivalent) authorized for filing under date of this Agreement having priority over the UCC or other appropriate filing offices of each jurisdiction and, in the case Liens of the BorrowerAgent by operation of applicable law, filings and (z) certificate(s) evidencing all of the issued and outstanding capital stock of LaSalle, together with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificateduly endorsed stock power(s); (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (Each Borrower shall have executed and delivered to the extent required Agent a Collateral Assignment of Patents and Trademarks in form and substance acceptable to the Agent (the "Patent Assignment Agreements"); (iii) Niagara shall have executed and delivered to the Agent a pledge security agreement (the "Niagara Pledge Agreement") granting a Lien on and a pledge of all the issued and outstanding shares of capital stock of NCDC to the Agent to secure the payment and performance by Niagara of its obligations under the Security Agreement) accompanied by instruments Niagara Guaranty, and Niagara shall have delivered to the Agent certificates evidencing all of transfer the issued and outstanding shares of capital stock of NCDC, together with appropriate stock powers undated and duly endorsed in blank; and (iiiiv) certified copiesNCDC shall have executed and delivered to the Agent a pledge security agreement (the "NCDC Pledge Agreement") granting a Lien on and a pledge of all the issued and outstanding shares of capital stock of LaSalle to the Agent to secure the payment and performance by the Borrowers of their obligations under the Loan Documents, each and NCDC shall have delivered to the Agent certificates evidencing all of a recent date, the issued and outstanding shares of (x) requests for information or copies (Form UCC-1), or equivalent reports as capital stock of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) aboveLaSalle, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower appropriate stock powers duly endorsed in each jurisdiction as the Administrative Agent may reasonably requireblank.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingdelivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiix) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05)Liens, (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower or any other Credit Party in each jurisdiction as the Administrative Agent Agents may reasonably require; and (iii) a duly authorized and executed Perfection Certificate; provided that to the extent any Collateral is not provided on the Closing Date and to extent Holdings, the Borrower and their Restricted Subsidiaries have used commercially reasonable efforts to provide such Collateral, the provisions of this Section 6.08 shall be deemed to have been satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Agent shall have a perfected security interest in all Collateral of the type for which perfection may be accomplished by filing a UCC financing statement or possession of equity securities of Restricted Subsidiaries (other than Immaterial Subsidiaries).

Security Agreements. On Subject to Section 12.22, on the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock (x) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (y) any promissory notes endorsed in blank; andprovided that (A) 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any first-tier Excluded Subsidiary of the type referred to in clause (iii) of the definition thereof that is owned directly by the Credit Parties shall be pledged or similarly hypothecated to guarantee or support any Term Loan and (B) none of the stock in or of any Excluded Subsidiary of the type referred to in clause (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements and intellectual property security filings that name Holdings or the Borrower any of its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than (i) Permitted Liens or (ii) Liens in respect of which the Collateral Agent shall have received reasonably satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided that, (i) to the extent evidencing Permitted Liens any security interest under a Security Document (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to the extent such financing statements will be terminated as contemplated by Section 6.05), undue burden or expense or (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by after the Administrative Agent Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (zii) reports as of a recent any such unperfected security shall be perfected promptly after the Closing Date, and in no event later than 90 days after the Closing Date or such later date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent Agent, at the direction of Required Lenders, may reasonably requireagree pursuant to Section 12.22.

Security Agreements. On As general and continuing security for the Closing Date, (x) Holdings payment of all amounts owing by the Borrower to the Lenders hereunder and to any Lenders under any Treasury Contracts and the performance of all other obligations of the Borrower shall have duly authorized, executed and delivered to the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to timeLenders, the “Security Agreement”Borrower: (a) covering acknowledges that the assets being transferred to it under the Second Asset Purchase Agreements are transferred subject to the lien of the general security agreement delivered under the Original Agreement providing for a first priority Lien in all of Holdings’ and the Original Borrower’s present and after acquired inventory, securities, instruments, documents of title, chattel paper, intangibles (which include accounts) and money (as each is defined in the British Columbia Personal Property Security Act) and the Borrower further agrees that such assets, and all future Collateral assets the Borrower may own, shall remain subject to the Lien of such general security agreement. The Borrower further agrees to, from and after the date of completion of the transactions referred to therein (includingin the Consent and Assignment Agreement, be bound by and liable under all of the terms of such general security agreement in the same manner and in the same extent as applicable, by reference if the Borrower had been original party to the Perfection CertificateOriginal Agreement and such general security agreement in place of the Original Borrower; (b) (will deliver, or cause to be delivered, the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered following agreements to the Perfection Certificate and shall have delivered Administrative Agent to be held for the followingbenefit of the Lenders: (i) proper financing statements (Form UCC-1 or at the equivalent) authorized for filing time of execution hereof, security under the UCC or other appropriate filing offices of each jurisdiction and, in the case Section 427 of the BorrowerBank Act (Canada), filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created duly executed by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateBorrower; (ii) all stock certificates or Instruments at the time of execution hereof, in addition to the security referred to in Section 13.1(a) above, an amended and restated general security agreement duly executed by the Borrower; (as defined iii) at the time set out in the Security Consent and Assignment Agreement), if anyan amended and restated Guarantee and Postponement Agreement, representing or evidencing duly executed by the Security Agreement Collateral Guarantor; (iv) from time to time a guarantee and postponement agreement from each Subsidiary of the Borrower in respect of the Borrower’s obligations to the extent required by Lenders, along with such collateral security for such guarantee and postponement agreement as the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankLenders may require; and (iiiv) certified copiesat the time of execution hereof, each copies of a recent date, all insurance policies or binders covering the assets of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower subject to the Security Agreements showing Royal Bank of Canada as debtor first loss payee and that are filed in containing a mortgage clause acceptable to the jurisdictions Lenders. The agreements and documents referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except this Section 13.1 are herein referred to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require“Security Agreements”.

Security Agreements. On the Closing Date, (x) Holdings The Administrative Agent and the Borrower Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedeach Material Subsidiary, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are securities (as defined in the BorrowerUCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in in any Subsidiaries, filings with the United States Patent and Trademark Office and United States Copyright Office, which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank; (b) financing statements suitable in form for naming the Borrower and each Material Subsidiary as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or, in the opinion of the Administrative Agent or any Lender, desirable to perfect the security interests purported of the Administrative Agent and the other Secured Parties pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person, except for Liens permitted pursuant to Section 8.3, (i) in any assets of the Borrower or any Subsidiary or (ii) all stock certificates securing any of the Indebtedness identified in Schedule 8.2(b)(i) to the Disclosure Letter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or Instruments any Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to each of the Agents from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiie) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Material Subsidiary are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On The Administrative Agent shall have received executed counterparts of the Closing Security Agreement, each dated as of the Effective Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered by the Security Agreement substantially in the form of Exhibit E (as amendedBorrowers, modifiedHoldco Guarantor and each Subsidiary, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its Subsidiaries directly owned by such Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Uniform Commercial Code Form UCC-1 financing statements (“Filing Statements”) suitable in form for naming each Borrower, filings with the United States Patent Holdco Guarantor and Trademark Office each Subsidiary Guarantor as a debtor and United States Copyright Officethe Administrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;Agreement; and (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing or evidencing the Security Agreement Collateral (necessary to the extent required by the Security Agreement) accompanied by instruments release all Liens and other rights of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause any Person (i) abovein any collateral described in any Security Agreement previously granted by any Person (other than the Administrative Agent pursuant to the Restated Agreement), and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with copies of such other financing UCC Form UCC-3 termination statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirerequest from such Obligors.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock (x) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (y) any promissory notes endorsed in blank; andprovided that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (iii) and (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements that name Holdings or the Borrower any of its domestic Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than (i) Permitted Liens (as defined in this Agreement in effect immediately prior to the Second Amendment Effective Date) or (ii) Liens in respect of which the Collateral Agent shall have received reasonably satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided that, (i) to the extent evidencing Permitted Liens any security interest under a Security Document (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to the extent such financing statements will be terminated as contemplated by Section 6.05), undue burden or expense or (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by after the Administrative Agent Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (zii) reports as of a recent any such unperfected security shall be perfected promptly after the Closing Date, and in no event later than 90 days after the Closing Date or such later date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireagree pursuant to Section 12.22.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Closing DateBorrower Pledge Agreement, (x) Holdings the Borrower Security Agreement and the Borrower shall have Subsidiary Security Agreement, each dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially in Borrower or the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (includingSubsidiary Guarantor, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are securities (as defined in the BorrowerUCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower in the Subsidiary Guarantor, filings with the United States Patent and Trademark Office and United States Copyright Office, which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Filing Statements suitable in form for naming the Borrower and the Subsidiary Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing or evidencing necessary to release all Liens and other rights of any Person in any collateral described in any security agreement previously granted by any Person, together with such other UCC Form UCC-3 termination statements as the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAdministrative Agent may reasonably request from such Obligors; and (iiid) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Effective Date, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral shall, except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower Liens permitted by Section 7.2.3.), evidence a Lien on any collateral described in each jurisdiction as the Administrative Agent may reasonably requireany Loan Document).

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G (as may be amended, amended and restated, modified, restated and/or supplemented supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered (or caused to be delivered) to the following: Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; Agreement; (ii) all stock certificates or Instruments (as defined in of the Security Agreement)Pledged Collateral, if any, representing or evidencing referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) accompanied the security interests in Pledged Collateral purported to be created by instruments the Security Agreement have been taken; provided, that the requirements of transfer and stock powers undated and endorsed this clause (ii) shall not apply to any certificated securities that were previously delivered to JPMorgan Chase Bank, N.A. in blankits capacity as collateral agent under the Existing Term Loan Credit Agreement; and (iii) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05Liens), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent ; and (ziv) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirean executed Perfection Certificate.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Closing Date, (x) Holdings U.S. Pledge and Security Agreement and the Borrower shall have Canadian Pledge and Security Agreement, each dated as of the date hereof, duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amendedby each applicable Obligor, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments Capital Securities that are certificated securities (as defined in the Security AgreementUCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries and Foreign Subsidiaries directly owned by each Obligor, if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) which certificates in each case shall be accompanied by undated instruments of transfer and stock powers undated and endorsed duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; provided, however, that (x) no Capital Securities of any CFC Subsidiary (other than a First-Tier CFC Subsidiary) shall be required to be delivered pursuant to this Section 5.1.12 and (y) any certificate evidencing the issued and outstanding Capital Securities of any First-Tier CFC Subsidiary shall be limited to (i) 65% of the issued and outstanding Voting Securities and (ii) 100% of the issued and outstanding non-voting Capital Securities, in each case of such First-Tier CFC Subsidiary; and provided further that notwithstanding the foregoing, no actions (such as delivery of share certificates) shall be required to perfect the lien on stock of Immaterial Subsidiaries beyond UCC and PPSA filings against the applicable parent. (b) Filing Statements suitable in form for naming each Borrower and each Subsidiary Guarantor, as applicable, as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC or PPSA of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interests of the Collateral Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments, in each case in form and substance suitable for filing, necessary to render ineffective and release all Liens and other rights of any Person in any collateral (i) described in any security agreement previously granted by the Parent or any of its Subsidiaries (other than Liens permitted by Section 7.2.3(c) and liens in favor of landlords permitted under Section 7.2.3(f)), or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments as the Administrative Agent may reasonably request from the Parent or any of its Subsidiaries; and (iiid) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1)UCC-11) or similar PPSA instruments, or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral shall, except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower Liens permitted by Section 7.2.3), evidence a Lien on any collateral described in each jurisdiction as the Administrative Agent may reasonably requireany Loan Document).

Security Agreements. (i) On the Closing Initial Borrowing Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E F-1 (as amended, modified, restated and/or modified or supplemented from time to timetime in accordance with the terms hereof and thereof, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (iA) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or Holdings, the Borrower or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (iA) aboveabove and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date or which may result in the existence of perfected security interests against Holdings, the Borrower or any of their respective Subsidiaries, together with copies of such other financing statements that name Holdings or Holdings, the Borrower or any of their respective Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (C) evidence that, with respect to all Certificated Units of the Borrower and its Subsidiaries on the Initial Borrowing Date, a notation of the security interest of DBTCA or BTCC, as a Collateral Agent, has been made on the certificate of title with respect thereto (or that the Borrower has deposited (or will substantially currently with the Initial Borrowing Date deposit) an application for such notation with the applicable Governmental Authority, together with any necessary fee in connection therewith) which notation shall, under applicable state law, perfect the Collateral Agent’s security interest therein (except to the extent the UCC is controlling, in which case the Financing Statements filed pursuant to preceding clause (A) shall perfect such financing statements will security interests); (D) subject to Section 11.19, evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be terminated as contemplated by Section 6.05)necessary or, (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested in the opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Administrative Agent U.S. Security Agreement; and (E) subject to Section 11.19, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the U.S. Security Agreement shall be in full force and effect. (zii) reports On the Initial Borrowing Date, WSC shall have duly authorized, executed and delivered a Canadian Security Agreement together with: (A) evidence of registration of such Canadian Security Agreement in such jurisdictions as may be necessary or, in the opinion of a recent date listing the Collateral Agent, desirable to perfect and protect the security interest intended to be created by such Canadian Security Agreement; and (B) all effective tax discharges, subordination agreements, waivers and judgment confirmations as may be necessary or, in the opinion of the Collateral Agent, desirable to ensure that all obligations purported to be secured by such Canadian Security Agreement are secured by first priority liens on the property and assets of WSC with respect to Holdings or the Borrower in each jurisdiction such exceptions as the Administrative Agent may reasonably requireare permitted herein.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by Holdings, the Security Agreement substantially Borrower and each Subsidiary, together with (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to timedefined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by Holdings, the “Security Agreement”) covering all of Holdings’ Borrower or any Subsidiary in the Borrower and the Borrower’s present and future Collateral referred to therein (includingSubsidiaries, as applicablewhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andor, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) financing statements suitable in form for naming Holdings, the Borrower and United States Copyright Officeeach Subsidiary as a debtor and the Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Borrower or evidencing any Subsidiary, and (ii) securing any of the Security Agreement Collateral Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from Holdings, the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the extent required by Lender from each landlord to and mortgagee of Holdings, the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankBorrower or any Subsidiary; and (iiie) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent dateHoldings, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Subsidiary are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireControlled Accounts.

Security Agreements. On the Closing Date, (x) Holdings The Administrative Agent and the Borrower Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedeach Guarantor, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in any Subsidiary of the equivalent) authorized for filing under the UCC Borrower or other appropriate filing offices such Guarantor, which certificates in each case shall be accompanied by undated instruments of each jurisdiction andtransfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and United States Copyright Officeeach Guarantor as a debtor and the Administrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Secured Parties pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing or evidencing the Security Agreement Collateral (necessary to the extent required by the Security Agreement) accompanied by instruments release all Liens and other rights of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause any Person (i) abovein any assets of Parent or any Subsidiary, or (ii) securing any of the Indebtedness identified in Schedule 8.2(a), together with copies of such other financing UCC Form UCC-3 termination statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and the Lenders may reasonably request from Parent or any Subsidiary; (zd) reports as of a recent date listing all effective tax subject to Section 7.17, landlord access agreements and judgment liens with respect bailee letters in form and substance satisfactory to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireand the Lenders from each landlord to the Borrower or any Guarantor and each other Person that has possession of any books and records, or more than $[***] of other Collateral; (e) subject to Section 7.17, evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Guarantor are Controlled Accounts (other than Excluded Accounts).

Security Agreements. On In order to secure the Closing Datedue and punctual payment of the Secured Obligations, (i) on the Issue Date simultaneously with the execution and delivery of this Indenture, (x) Holdings and the Borrower shall have duly authorized, Issuer has executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to timeAgreement, the “Security Agreement”) covering all of Holdings’ Samsung Construction Contract Assignment and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference a deposit account control agreement with respect to the Perfection Certificate) (the “Security Agreement Collateral”) Earnings Account and (y) Borrower and Holdings shall have duly authorized, Pacific Drillship (Gibraltar) Limited has executed and delivered a Pledge Agreement pursuant to which it has granted to the Perfection Certificate Collateral Agent a first-priority security interest (subject to Permitted Collateral Liens) in all of the Equity Interests of the Issuer, and shall have delivered (ii) after the following: Issue Date, in accordance with the provisions of Sections 4.13, 4.24 and 4.26 and this Article 11, (ix) proper financing statements (Form UCC-1 within 10 Relevant Business Days after the Delivery Date, the Issuer or the equivalentapplicable Issuer Subsidiary Guarantor shall execute and deliver the Additional Collateral Agreements, (y) authorized for filing each Person that acquires any Equity Interests of the Issuer shall, substantially concurrently upon such Person’s acquisition of such Equity Interests, execute and deliver to the Collateral Agent a Pledge Agreement in form and substance reasonably satisfactory to the Collateral Agent (which shall be in substantially the same form as the Pledge Agreement dated as of the Issue Date or such other form as the Collateral Agent and the Issuer may reasonably agree (and, if at such time, the Issuer is organized under the UCC laws of any jurisdiction other than the British Virgin Islands, with such changes as may be appropriate given the Issuer’s jurisdiction of organization at such time)), granting a first-priority security interest (subject to Permitted Collateral Liens) in the Equity Interests of the Issuer owned by such Person and (z) if (I) any asset of the type which is required to constitute Collateral pursuant to this Indenture or the Collateral Agreements is acquired by any Collateral Grantor and such asset is not automatically subject to a first-priority perfected Lien in favor of the Collateral Agent or (II) a Subsidiary of the Issuer that is not already a Collateral Grantor is required to become an Issuer Subsidiary Guarantor pursuant to Section 4.13, then such Collateral Grantor or such other appropriate filing offices Subsidiary shall, as soon as practicable after the acquisition of each jurisdiction the applicable asset or the occurrence of the event requiring such Subsidiary to become an Issuer Subsidiary Guarantor (and, in any event, within 20 Relevant Business Days after such acquisition or event), execute and deliver the necessary Collateral Agreements in order to grant to the Collateral Agent a first-priority perfected Lien in all assets of such Collateral Grantor or such other Subsidiary which are required to, but do not already, constitute Collateral. In each case described above, each Collateral Grantor shall execute and deliver such other Collateral Agreements, deliver any certificates to the Collateral Agent in respect of the Borrowerapplicable Collateral as required by this Indenture and the applicable Collateral Agreements and take all other appropriate actions to ensure the Collateral Agent, filings with for the United States Patent and Trademark Office and United States Copyright Officebenefit of the Secured Parties, in each casehas a first-priority perfected Lien therein, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the including, without limitation, entering into Foreign Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments Documents (as defined in the Security Agreement). For the avoidance of doubt, the Collateral Grantors shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property, the Collateral Grantors shall not be required to execute an assignment of any Drilling Contract, and in no event shall the Parent, the Issuer and the Issuer Subsidiary Guarantors be required to take actions to perfect the Collateral Agent’s security interest in trucks, trailers and other motor vehicles covered by a certificate of title under the law of any state. The Issuer shall, and the Parent or the Issuer, as applicable, shall cause every other Collateral Grantor to, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States (or the applicable political subdivision, territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and take all other actions as are reasonably necessary or required by the Collateral Agreements to maintain (at the sole cost and expense of the Collateral Grantors) the security interest created by the Collateral Agreements in the Collateral as a first-priority perfected Lien. All references to a “first-priority perfected Lien” in this Section 11.01(a) shall be understood to be subject to Permitted Collateral Liens, if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On The Administrative Agent shall have received, each of the Closing Datefollowing documents, each of which shall be satisfactory to the Administrative Agent and each Lender in form and substance: (a) The Obligor Pledge Agreement, duly executed and delivered by an Authorized Officer of the Borrower and of each Subsidiary Guarantor, as pledgors, and the Collateral Agent, as pledgee, and notarized, together with evidence of filing for registration in each of the Public Registry of Commerce (Registro Público de Comercio) corresponding to the corporate domicile of each Obligor, and in Mexico’s Railroad Registry (Registro Ferroviario Mexicano), and payment in full of the corresponding registration taxes. (b) The Capital Securities Pledge Agreement for each Subsidiary Guarantor, duly executed and delivered by an Authorized Officer of the Borrower and any other owner of Capital Securities of such Subsidiary Guarantor, as pledgors, and the Collateral Agent, as pledgee, together with (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially evidence of filing for registration in the form Public Registry of Exhibit E Commerce (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”Registro Público de Comercio) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference corresponding to the Perfection Certificate) (corporate domicile of each pledgor thereunder, and payment in full of the “Security Agreement Collateral”) corresponding registration taxes, and (y) Borrower the other documents and Holdings shall have deliverables specified therein, including a certificate issued by an Authorized Officer of the relevant Subsidiary Guarantor to the effect that a first priority security interest in the corresponding Capital Securities has been duly authorizedcreated and perfected under Mexican law, executed in favor of the Collateral Agent, for the benefit of the Secured Parties, and delivered has been registered in the Perfection Certificate and shall have delivered stockholders’ book (registro de acciones or registro de socios, as applicable) of such Subsidiary Guarantor, accompanied by a copy of the following:notation made in the stockholders’ book of the corresponding Subsidiary Guarantor in respect of such security interest. (ic) proper financing statements Copies of certificates of mercantile (Form UCC-1 or the equivalentcertificado de folio mercantil) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be Obligor dated a date reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 near to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement)Effective Date, if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral shall, except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in each jurisdiction as the Administrative Agent may reasonably requireany Loan Document).

Security Agreements. On To secure the Closing Daterights of WWSAF in the Collateral, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followinghave: (i) executed and delivered to WWSAF a security agreement, substantially in the form attached to this Agreement as Exhibit H (the "Security Agreement"); (ii) delivered to WWSAF acknowledgment copies of proper financing statements Financing Statements (Form UCC-1 UCC-1), or the equivalent) authorized for such other evidence of filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably acceptable to WWSAF, naming the Borrower as the debtor and WWSAF as the secured parties, and other similar instruments or documents, filed under the Uniform Commercial Code (or equivalent) in all jurisdictions as may be necessary or desirable to perfect the security interests purported to be liens of WWSAF created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each delivered to WWSAF copies of a recent date, of (x) requests Requests for information or copies Information (Form UCC-1UCC-11) (or similar search report certified by a party acceptable to WWSAF), or equivalent reports dated as of a recent datedate reasonably proximate to the Closing Date, listing all effective financing statements that name Holdings or the Borrower as debtor debtor, and that are filed in the jurisdictions referred in which filings were made pursuant to in clause Section 2.2 (d) (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (statements, none of which shall cover any collateral described in the Security Agreement unless WWSAF shall consent thereto in writing; (iv) established the Collateral Account and executed and delivered the Account Control Agreement; (v) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of products used in the Borrower's operations in form and substance acceptable to WWSAF, in its sole discretion; (vi) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of Borrower's products by third-party customers in form and substance acceptable to WWSAF, in its sole discretion; (vii) executed and delivered a pledge and assignment agreement (the "Pledge Agreement") granting WWSAF a security interest in all of the Collateral except ownership interest of each direct and indirect subsidiary of MPI, delivered to counsel for WWSAF certificates representing such ownership interests, along with stock powers executed in blank; and, to the extent evidencing Permitted Liens or necessary to permit the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as grant of a recent date listing all effective tax and judgment liens with respect security interest to Holdings WWSAF, as provided herein, amended or caused to be amended the Borrower governing documents of each such subsidiary; and (viii) delivered to WWSAF such other documentation as WWSAF may deem necessary or appropriate, in each jurisdiction its sole discretion, to secure the rights of WWSAF in the Collateral, as the Administrative Agent may reasonably requireset forth herein.

Security Agreements. On The Administrative Agent shall have received executed counterparts of the Closing Borrower Security Agreement and the Subsidiary Security Agreement, each dated as of the Agreement Effective Date, (x) Holdings and duly executed by the Borrower shall have duly authorizedand each U.S. Subsidiary of the Borrower (other than Holston and WSI), executed and delivered the Security Agreement substantially in the form of Exhibit E (as amendedrespectively, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper executed copies of Uniform Commercial Code financing statements ("Form UCC-1 Financing Statements") suitable for filing and as may be acceptable to the Administrative Agent, naming the Borrower and each such Subsidiary as the debtor and the Administrative Agent as the secured party, or the equivalent) authorized other similar instruments or documents suitable for filing under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported interest of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iib) all stock certificates or Instruments executed copies of proper Uniform Commercial Code Form UCC-3 termination statements (as defined in the Security Agreement"Form UCC-3 Termination Statements"), if any, representing or evidencing necessary to release all Liens and other rights of any Person securing any of the Security Agreement Collateral Indebtedness identified in Item 7.2.2(b) ("Indebtedness to be Paid") of the extent required by Disclosure Schedule, together with such other Form UCC-3 Termination Statements as the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAdministrative Agent may reasonably request from such Obligors; and (iiic) certified copies, each copies of a recent date, of Uniform Commercial Code Requests for Information or Copies (x) requests for information or copies ("Form UCC-1UCC-11 Requests"), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Agreement Effective Date, listing all effective financing statements that which name Holdings or the Borrower or such Subsidiary (under their present names and any previous names) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which (other than those described in clause (a), if such Form UCC-11 Requests or search report, as the case may be, is current enough to list such financing statements described in clause (a)) shall cover any of collateral described in the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated Security Agreement unless permitted by Section 6.057.2.3), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. (i) On the Closing Initial Borrowing Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E F-1 (as amended, modified, restated and/or modified or supplemented from time to timetime in accordance with the terms hereof and thereof, the “Security Agreement”"U.S. SECURITY AGREEMENT") covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (iA) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or Holdings, the Borrower or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (iA) aboveabove and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date or which may result in the existence of perfected security interests against Holdings, the Borrower or any of their Subsidiaries, together with copies of such other financing statements that name Holdings or Holdings, the Borrower or any of their respective Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (C) subject to Section 11.19, evidence that, with respect to all Certificated Units of the Borrower and its Subsidiaries on the Initial Borrowing Date, a notation of the security interest of the Collateral Agent has been made on the certificate of title with respect thereto (or that the Borrower has deposited (or will substantially currently with the Initial Borrowing Date deposit) an application for such notation with the applicable Governmental Authority, together with any necessary fee in connection therewith) which notation shall, under applicable state law, perfect the Collateral Agent's security interest therein (except to the extent the UCC is controlling, in which case the Financing Statements filed pursuant to preceding clause (A) shall perfect such financing statements will security interests); (D) subject to Section 11.19, evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be terminated as contemplated by Section 6.05)necessary or, (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested in the opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Administrative Agent U.S. Security Agreement; and (E) subject to Section 11.19, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the U.S. Security Agreement shall be in full force and effect. (zii) reports On the Initial Borrowing Date, WSC shall have duly authorized, executed and delivered a Canadian Security Agreement together with: (A) evidence of registration of such Canadian Security Agreement in such jurisdictions as may be necessary or, in the opinion of a recent date listing the Collateral Agent, desirable to perfect and protect the security interest intended to be created by such Canadian Security Agreement; and (B) all effective tax discharges, subordination agreements, waivers and judgment confirmations as may be necessary or, in the opinion of the Collateral Agent, desirable to ensure that all obligations purported to be secured by such Canadian Security Agreement are secured by first priority liens on the property and assets of WSC with respect to Holdings or the Borrower in each jurisdiction such exceptions as the Administrative Agent may reasonably requireare permitted herein.

Security Agreements. On the Closing Restatement Effective Date, (xi) Holdings and the Borrower shall have duly authorized, executed and delivered an amended and restated Security Agreement substantially in the form of Exhibit G-1, together with such changes (or with such other documents) as may be requested by the Collateral Agent in connection with local law (each, as modified, supplemented or amended from time to time, the "Borrower Security Agreement") covering all of the Borrower's respective present and future Security Agreement Collateral and (ii) Xtra and each Subsidiary Guarantor shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G-2, together with such changes (or with such other documents) as amendedmay be requested by the Collateral Agent in connection with local law (each, as modified, restated and/or supplemented or amended from time to time, the “"Subsidiary Security Agreement”") covering all of Holdings’ and the Borrower’s each Subsidiary's respective present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether in each case with: (iA) proper financing statements executed copies of Financing Statements (Form Forms UCC-1 or the equivalentUCC-3) authorized or appropriate local equivalent in appropriate form for filing under the UCC or other appropriate filing offices local equivalent of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect or maintain the security interests purported to be created by the Security Agreement Agreements and as set forth on Schedule 6 to capable of being perfected by the Perfection Certificatefiling of such Financing Statements or appropriate local equivalent; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name Holdings or PXI, the Borrower or, Xtra as debtor and that are filed in the jurisdictions referred to in clause (i) aboveA), together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender there-under have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreements as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the extent such financing statements will security interests intended to be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested created by the Administrative Agent Security Agreements; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and (z) reports as of a recent date listing all effective tax and judgment liens with respect protect the security interests purported to Holdings or be created by the Borrower in each jurisdiction as the Administrative Agent may reasonably requireSecurity Agreements have been taken.

Security Agreements. On Subject to Section 12.22, on the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerRequired Lenders, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock (x) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (y) any promissory notes endorsed in blank; and; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements and intellectual property security filings that name Holdings or the Borrower any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than Permitted Liens; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the extent evidencing Permitted Liens or security interests intended to the extent be created by each such financing statements will Security Document; and each such Security Document shall be terminated as contemplated by Section 6.05), (y) United States Patent in full force and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireeffect.

Security Agreements. On the Closing Date, (x) Holdings The Lenders and the Borrower Administrative Agent shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by Holdings, the Security Agreement substantially Borrower and each Subsidiary, together with (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to timedefined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by Holdings, the “Security Agreement”) covering all Borrower or any Subsidiary in the Subsidiaries, which certificates in each case shall be accompanied by undated instruments of Holdings’ and the Borrower’s present and future Collateral referred to therein (includingtransfer duly executed in blank, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andor, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest therein has been (or will be) perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the United States Patent UCC; (b) financing statements suitable in form for naming Holdings, the Borrower and Trademark Office each Subsidiary as a debtor and United States Copyright Officethe Administrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or, in the opinion of the Administrative Agent or any Lender, desirable to perfect the security interests purported of the Administrative Agent and the other Secured Parties pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Borrower or evidencing any Subsidiary, or (ii) securing any of the Security Agreement Collateral (to Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the extent required by Administrative Agent or any Lenders may reasonably request from Holdings, the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankBorrower or any Subsidiary; and (iiid) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent dateHoldings, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Subsidiary are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On The Collateral Agent shall have received, with counterparts for each Lender, executed counterparts of (i) the Closing DateU.S. Borrower Pledge and Security Agreement, (x) Holdings the Canadian Borrower Pledge and Security Agreement, the Canadian Subsidiary Pledge and Security Agreement, the U.S. Subsidiary Pledge and Security Agreement, the Québec Security Agreements and the Bank Act Agreements, each dated as of the date hereof, duly executed by the applicable Obligor party thereto and (ii) immediately after giving effect to the Acquisition, a supplement to the U.S. Borrower shall have Pledge and Security Agreement, duly authorized, executed and delivered by an Authorized Officer of Circle K Stores, and the U.S. Subsidiary Pledge and Security Agreement substantially duly executed and delivered by an Authorized Officer of Circle K Corp. and Circle K Enterprises, in each case, together with (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to time, defined in the “Security Agreement”UCC)) covering evidencing all of Holdings’ the issued and outstanding Capital Securities owned by each Obligor in Subsidiaries that are Obligors, directly owned by each Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the Borrower’s present UCC), confirmation and future evidence satisfactory to the Administrative Agents that the security interest therein has been granted to and perfected by the Collateral referred to therein (includingAgent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC, as applicable, by reference and all laws otherwise applicable to the Perfection Certificate) (perfection of the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:pledge of such Capital Securities; (ib) proper copies of Filing Statements or PPSA financing statements naming each Obligor (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andthan, in the case of PPSA financing statements, Dunkin Donuts Master Franchisee Québec Inc., ACT, Dépan-Escompte Couche-Tard Inc. and ACT Financial Trust) as a debtor and the BorrowerCollateral Agent as the secured party, filings with or other similar instruments or documents to be filed under the United States Patent and Trademark Office and United States Copyright Office, in each case, UCC or PPSA of all jurisdictions as may be reasonably necessary or desirable to perfect the security interests purported of the Collateral Agent for the benefit of the Secured Parties pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates copies (certified where available) of UCC Requests for Information or Instruments Copies (as defined in the Security Agreement)Form UCC-11) or similar PPSA instruments, if any, representing or evidencing the Security Agreement Collateral (a similar search report dated a date reasonably near to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent dateClosing Date, listing all effective financing statements that on personal property which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any collateral described in any Loan Document except for Permitted Liens); (d) copies of applications for registration with respect to the Québec Security Agreements naming each relevant Obligor as a grantor and the Collateral Agent as the creditor, to be filed under the Civil Code of Québec to publish the hypothecs on personal property granted in favor of the Collateral except Agent in its capacity as “fondé de pouvoir” pursuant to each Deed of Hypothec; and (e) copies of notices of intention to give security under the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), Bank Act (yCanada) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings the Bank Act Agreements, executed and filed by each of the Canadian Borrowers at least one (1) Business Day prior to the execution of the remaining Bank Act Agreements. The Administrative Agents and their counsel shall be satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, in the collateral described above is (or, in the case of Circle K Corp. and its Subsidiaries will be) (upon the filing or registration of such Lien where appropriate) a first priority (or local equivalent thereof) security interest, subject to Permitted Liens; and (ii) no Liens exists on any of the Borrower collateral described above other than the Lien created in each jurisdiction as favor of the Administrative Agent may reasonably requireCollateral Agent, for the benefit of the Secured Parties, pursuant to a Loan Document and Permitted Liens.

Security Agreements. On the Closing Effective Date, (xi) Holdings shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I-1 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Holdings Security Agreement") covering all of Holdings' present and future Security Agreement Collateral, (ii) the Borrower shall have duly authorized, executed and delivered the a Security Agreement substantially in the form of Exhibit E I-2 (as amended, modified, extended, renewed, replaced, restated and/or or supplemented from time to time, the “"Borrower Security Agreement”") covering all of Holdings’ and the Borrower’s 's present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (iii) and each Subsidiary of Holdings (yother than the Borrower) Borrower and Holdings shall have duly authorized, executed and delivered a Security Agreement in the Perfection Certificate form of Exhibit I-3 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Subsidiary Security Agreement") covering all of such Subsidiaries' present and future Security Agreement Collateral, and (iv) in the case of each of the Security Agreements, the Administrative Agent shall have delivered the followingreceived: (ia) proper financing statements executed copies of Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized in appropriate form for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiib) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Holdings or the Borrower as any Subsidiary of Holdings, or Osboxx or any Subsidiary of Osboxx, xx debtor and that are filed in any jurisdiction where a filing may be necessary or, in the jurisdictions referred opinion of the Collateral Agent, desirable to in clause (i) aboveperfect the security interest purported to be created by such Security Agreement, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to in respect of which the extent Collateral Agent shall have received termination statements (Form UCC-3) or such financing other termination statements will as shall be terminated as contemplated required by Section 6.05local law); and (c) evidence of the completion of (or the arrangement for) all other recordings and filings of, (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens or with respect to, the respective Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to Holdings or perfect the Borrower in each jurisdiction as the Administrative Agent may reasonably requiresecurity interests intended to be created by such Security Agreement.

Security Agreements. On the Closing Effective Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock (A) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (B) any promissory notes endorsed in blank; andprovided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (c) and (d) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Loan; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements that name Holdings Parent or the Borrower any of its domestic Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than (A) Permitted Liens or (B) Liens in respect of which the Collateral Agent shall have received satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that (A) to the extent evidencing Permitted Liens or to any security interest under a Security Document (other than any Collateral the extent such financing statements will security interest in which may be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested perfected by the Administrative Agent filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Effective Date (1) due to undue burden or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Effective Date, and (zB) reports as of a recent any such unperfected security shall be perfected promptly after the Effective Date, and in no event later than 90 days after the Effective Date or such later date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireagree pursuant to Section 13.23.

Security Agreements. (a) On the Closing Borrowing Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E H (as amended, modified, restated and/or modified or supplemented from time to time, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrowersuch U.S. Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments certified copies of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings Aleris or the Borrower any of its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) aboveabove and in such other jurisdictions in which Collateral is located on the Borrowing Date, together with copies of such other financing statements that name Holdings Aleris or the Borrower any of its Domestic Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); and (iii) all other documents or filings necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement, and the U.S. Security Agreement shall be in full force and effect. (b) On the Borrowing Date, each European Credit Party shall have duly authorized, executed and delivered such security agreements, documents and instruments as may be reasonably required by the Joint Lead Arrangers (based on advice of local counsel), with the intent being that the Lenders receive, to secure the Term Obligations of the European Credit Parties under the Credit Documents, valid and enforceable first priority, perfected security interests or charges in all or substantially all of the assets owned by the German Borrower in which it is practicable and economical (in accordance with requirements of local law and taking into account such cost (including tax effects) and practicality considerations as may be agreed by the Joint Lead Arrangers) to obtain such security interests or charges (as determined by the Joint Lead Arrangers, based on advice of local counsel), it being understood and agreed that on the Borrowing Date, no Mortgages of Real Property owned by any European Credit Party will be taken. All security documentation to be executed and delivered by the European Credit Parties pursuant to the immediately preceding sentence, as well as all security documentation entered into by any European Subsidiary Guarantor after the Borrowing Date pursuant to Section 8.11 (each, as amended, modified, restated and/or supplemented from time to time, a “European Security Agreement” and, collectively, the “European Security Agreements”), shall (i) be prepared by local counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and (iii) be in full force and effect on the Borrowing Date or, in the case of any European Subsidiary Guarantor, such later date determined pursuant to Section 8.11. In connection with the execution and delivery of the European Security Agreements, the German Borrower and/or the respective European Subsidiary Guarantor shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests or charges granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.09 with respect to the Pledge Agreement Collateral, and in Section 5.11(a) with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.12 with respect to the Term Creditor Mortgages covering U.S. Mortgaged Properties), in each case to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Administrative Agent based on advice of local counsel. Schedule IV sets forth all European Security Agreements to be executed and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or delivered on the Borrower in each jurisdiction as the Administrative Agent may reasonably requireBorrowing Date.

Security Agreements. On Subject to Section 12.22, on the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered (a) the Security Agreement substantially in the form of Exhibit E F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (yd) Borrower to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Holdings shall have duly authorizedTrademark Office, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerRequired Lenders, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the foregoing Security Agreement and as set forth on Schedule 6 to the Perfection CertificateDocuments; (ii) all stock subject to the terms of the Subordination Agreement, (x) any certificates or Instruments representing Pledged Interests (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments together with executed and undated endorsements of transfer and stock powers undated and (y) any promissory notes endorsed in blank; and; (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements and intellectual property security filings that name Holdings or the Borrower any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence any Lien other than Permitted Liens; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral except Agent, desirable, to perfect and protect the extent evidencing Permitted Liens or security interests intended to the extent be created by each such financing statements will Security Document; and each such Security Document shall be terminated as contemplated by Section 6.05), (y) United States Patent in full force and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireeffect.

Security Agreements. On the Closing Date, (x) Holdings and The Agents shall have received executed counterparts of the Borrower shall have Security and Pledge Agreement, dated as of the date hereof, duly authorized, executed and delivered by an Authorized Officer of the Security Agreement substantially Borrower and, in the form event the Borrower has any U.S. Subsidiaries, executed counterparts of Exhibit E (a Subsidiary Security and Pledge Agreement dated as amendedof the date hereof, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:by an Authorized Officer of each such U.S. Subsidiary, together with (ia) proper executed copies of Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the Borrower and each such U.S. Subsidiary (if any) as a debtor and the Administrative Agent as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by such Security Agreement; (b) the Security Agreement and as set forth on Schedule 6 to the applicable Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiic) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as a similar search report certified by a party acceptable to the Agents, dated a date reasonably near to the date of a recent datethe initial Credit Extension, listing all effective financing statements that which name Holdings or the Borrower and each U.S. Subsidiary (under its present name and any previous names) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any collateral described in any Security Agreement); (d) in the event the Borrower has any Subsidiaries, certificates evidencing all of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated issued and outstanding shares of Capital Stock owned by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (e) all Intercompany Notes (as defined in the relevant Security Agreement), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Intercompany Notes executed by the Borrower or a Subsidiary Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably require.request;

Security Agreements. On (a) Prior to or substantially simultaneously with the Closing incurrence of the Loans on the Initial Borrowing Date, (x) each of Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement Deed of Debenture substantially in the form of Exhibit E G-1 (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”"HOLDINGS/BORROWER SECURITY AGREEMENT") covering all of Holdings’ ' and the Borrower’s 's present and future Security Agreement Collateral referred to therein therein, together with an executed copy of registration Form 9 (including, as applicable, by reference to the Perfection Certificateappropriately completed) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under with the UCC or other appropriate filing offices Registrar of each jurisdiction andCharges in Bermuda, together with all attachments necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Holdings/Borrower Security Agreement; and the Holdings/Borrower Security Agreement shall be in full force and effect. (b) Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, each Subsidiary Guarantor (other than Intelsat Global Sales & Marketing Ltd.) shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit G-2 (as set forth on Schedule 6 amended, modified, restated and/or supplemented from time to time, the Perfection Certificate;"U.S. SECURITY AGREEMENT") covering all of such Subsidiary Guarantor's present and future Security Agreement Collateral referred to therein, together with: (i) copies of financing statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) all stock certificates certified copies of Requests for Information or Instruments Copies (as defined in the Security AgreementForm UCC-11), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copiesequivalent reports, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, date listing all effective financing statements that name Holdings or the Borrower any such Subsidiary Guarantor as debtor and that are filed in the jurisdictions referred to in clause (i) above, in each case together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except (A) those with respect to which appropriate termination statements fully authorized for filing have been delivered to the Administrative Agent and (B) to the extent evidencing Permitted Liens Liens); and the U.S. Security Agreement shall be in full force and effect. (c) Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, Intelsat Global Sales & Marketing Ltd. shall have duly authorized, executed and delivered the Debenture substantially in the form of Exhibit G-3 (as amended, modified, restated and/or supplemented from time to time, the extent such financing statements will "U.K. SECURITY AGREEMENT") covering all of Intelsat Global Sales & Marketing Ltd.'s present and future Secured Assets referred to therein, and the U.K. Security Agreement shall be terminated as contemplated by Section 6.05), (y) United States Patent in full force and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireeffect.

Security Agreements. On The due and punctual payment of the Closing principal of, premium, if any, interest (including Additional Amounts, if any, and Special Interest, if any) on, and any other amounts due in respect of, the Secured Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at Stated Maturity, by acceleration, call for redemption, upon a Change of Control Offer, Excess Proceeds Offer, purchase or otherwise, and interest on the overdue principal of and interest (xincluding Additional Amounts, if any, and Special Interest, if any) Holdings (to the extent permitted by law), on the Secured Notes and performance of all other obligations of the Issuer and the Borrower shall have duly authorizedCompany to the Holders of the Secured Notes or the Trustee under this Indenture, executed the Secured Notes, the Subsidiary Guarantees, and delivered the Security Agreement substantially Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the form Security Agreements, (i) by a pledge to the Collateral Agent in favor of Exhibit E the Trustee for its benefit and the Holders of Secured Notes, all of the Issuer Loans and the Issuer's interest in the Issuer Loan Agreements, together with a collateral assignment of all Liens securing such Issuer Loans, including a pledge in favor of the Issuer of the Company's interest in the Company Escrow Account and the Company Escrowed Property; (as amendedii) by a pledge to the Escrow Agent in favor of the Trustee for its benefit and the Holder of Secured Notes, modifiedits interest in the Issuer Escrow Account and the Escrowed Property and any other cash of the Issuer that is required by the terms of this Indenture to be deposited with the Trustee or the Escrow Agent; and the Company will xxxxx x Xxxx on each of its Mortgaged Rigs and/or the construction contracts and on equipment purchased by the Company for, restated and/or supplemented and its interest in, any incomplete Mortgage Rig and all proceeds thereof, including all its policies and contracts of insurance taken out from time to timetime in respect of its Mortgaged Rig, pursuant to a Mortgage or other appropriate Security Agreement issued by the Company in favor of the Issuer, which Issuer Loan Agreements, Mortgages and Security Agreements contain covenants pursuant to which such the Company, among other things, will be prohibited from selling, further mortgaging or transferring any of its interest in such Mortgaged Rig (other than as permitted under this Indenture), and upon completion of an uncompleted Mortgage Rig, the “Company will xxxxx x Xxxx pursuant to a Mortgage on the Mortgaged Rig. Each Holder, by its acceptance of a Secured Note, consents and agrees to the terms of the Security Agreement”Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) covering all as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each of Holdings’ the Security Agreements and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuer and the Borrower’s present Company will do or cause to be done all such acts and future things as may be necessary or proper, or as may be required by the provisions of the Security Agreements to which it is a party, to assure and confirm to the collateral agent and the Trustee the Liens in the Collateral referred contemplated hereby and by the Security Agreements to therein (includingwhich it is a party, as from time to time constituted, so as to render the same available to the fullest extent permitted by law for the security and benefit of this Indenture and of the Secured Notes and each Issuer Loan secured thereby, as applicable, by reference according to the Perfection Certificate) (intent and purposes herein and therein expressed. The Issuer shall to the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedfullest extent permitted by law take, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case upon request of the BorrowerTrustee, filings with any and all actions reasonably required to cause the United States Patent Security Agreements to which it is a party to create and Trademark Office and United States Copyright Office, in each casemaintain, as may be reasonably necessary or desirable security for the Obligations of the Issuer under this Indenture and the Secured Notes, and the Security Agreements to perfect the security interests purported which it is a party, to be created valid and enforceable, perfected (except as expressly provided herein and therein), Liens in and on all the Collateral in favor of the Trustee, escrow agent or a collateral agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Secured Notes. The Company shall to the fullest extent permitted by law, take upon request of the Issuer and/or the Trustee, any and all actions reasonably required to cause the Security Agreements to which it is a party for the Obligations of the Company under each Issuer Loan and the Security Agreement related thereto, to be valid and enforceable, perfected, except as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates expressly provided herein or Instruments (as defined therein, Liens in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any favor of the Collateral except to Issuer , escrow agent or a collateral agent for the extent evidencing Permitted Liens or to benefit of the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireIssuer.

Security Agreements. On To secure the Closing Daterights of WWSAF in the Collateral, (x) Holdings and the Borrower shall have duly authorized, have: (i) executed and delivered the Security Agreement to WWSAF a security agreement, substantially in the form of attached to this Agreement as Exhibit E G (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:); (iii) delivered to WWSAF acknowledgment copies of proper financing statements Financing Statements (Form UCC-1 UCC-1), or the equivalent) authorized for such other evidence of filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably acceptable to WWSAF, naming the Borrower as the debtor and WWSAF as the secured parties, and other similar instruments or documents, filed under the Uniform Commercial Code (or equivalent) in all jurisdictions as may be necessary or desirable to perfect the security interests purported to be liens of WWSAF created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each delivered to WWSAF copies of a recent date, of (x) requests Requests for information or copies Information (Form UCC-1UCC-11) (or similar search report certified by a party acceptable to WWSAF), or equivalent reports dated as of a recent datedate reasonably proximate to the Closing Date, listing all effective financing statements that name Holdings or the Borrower as debtor debtor, and that are filed in the jurisdictions referred in which filings were made pursuant to in clause (i) aboveSection 2.2(d)(i), together with copies of such other financing statements that name Holdings or the Borrower as debtor (statements, none of which shall cover any collateral described in the Security Agreement unless either WWSAF shall consent thereto in writing or Borrower procures releases thereof, before or concurrent with the Closing, in form and substance acceptable to the Lender, in its reasonable discretion; (iv) established the Collateral Account and executed and delivered the Account Control Agreement; (v) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of products used in the Borrower’s operations in form and substance acceptable to WWSAF, in its sole discretion; (vi) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of Borrower’s products by third-party customers in form and substance acceptable to WWSAF, in its sole discretion; (vii) executed and delivered a pledge and assignment agreement (the “Pledge Agreement”) granting WWSAF a security interest in all of the Collateral except ownership interest of each direct and indirect subsidiary of PDN; delivered to counsel for WWSAF certificates representing such ownership interests, along with stock powers executed in blank; and, to the extent evidencing Permitted Liens or necessary to permit the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as grant of a recent date listing all effective tax and judgment liens with respect security interest to Holdings WWSAF, as provided herein, amended or caused to be amended the Borrower governing documents of each such subsidiary; and (viii) delivered to WWSAF such other documentation as WWSAF may deem necessary or appropriate, in each jurisdiction its commercially reasonable discretion, to secure the rights of WWSAF in the Collateral, as the Administrative Agent may reasonably requireset forth herein.

Security Agreements. On In order to secure the Closing Datedue and punctual payment of the First Lien Obligations, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements upon the Issue Date, the Company and the Guarantors shall execute Collateral Documents granting to the Collateral Agent for the benefit of the Holders and holders of other First Lien Obligations (Form UCC-1 in accordance with the Collateral Documents) a first priority perfected Lien in the Collateral, and (ii) after the Issue Date, in accordance with the provisions of Sections 4.13 and 4.26 and this Article 11, if (I) any asset of the type which is required to constitute Collateral pursuant to this Indenture or the equivalentCollateral Documents is acquired by any Guarantor and such asset is not automatically subject to a first-priority perfected Lien in favor of the First Lien Collateral Agent or (II) authorized for filing under a Subsidiary of the UCC Company that is not already a Guarantor is required to become a Guarantor pursuant to Section 4.13, then such Guarantor or such other appropriate filing offices Subsidiary shall, as soon as practicable after the acquisition of each jurisdiction the applicable asset or the occurrence of the event requiring such Subsidiary to become a Guarantor (and, in any event, within 20 Relevant Business Days after such acquisition or event (or as soon as practicable where applicable local laws requires additional time for compliance with applicable legal requirements)), execute and deliver the necessary Collateral Documents in order to grant to the First Lien Collateral Agent a first-priority perfected Lien (subject to Permitted Collateral Liens) in all assets of such Guarantor or such other Subsidiary that are required to, but do not already, constitute Collateral. In each case described above, each Guarantor shall execute and deliver such other Collateral Documents, deliver any certificates (including in the case of real property, title insurance) to the BorrowerFirst Lien Collateral Agent in respect of the applicable Collateral as required by this Indenture and the applicable Collateral Documents and take all other appropriate actions to ensure the First Lien Collateral Agent, for the benefit of the Holders and holders of other First Lien Obligations, has a first-priority perfected Lien therein. For the avoidance of doubt, the Guarantors shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property. The Company shall cause every Guarantor to make all filings with (including filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States Patent and Trademark Office and United States Copyright Office(or the applicable political subdivision, in each case, as territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and take all other actions as are reasonably necessary or desirable required by the Collateral Documents to perfect maintain (at the sole cost and expense of the Guarantors) the security interests purported to be interest created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined Collateral Documents in the Security Agreement)Collateral as a first-priority perfected Lien. All references to a “first-priority perfected Lien” in this Section 11.01(a) shall be understood to be subject to Permitted Collateral Liens, if any, representing or evidencing any and the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any terms of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireIntercreditor Agreement.

Security Agreements. On the Closing Date, (x) Holdings and the The Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, an amended and restated and/or supplemented from time to time, the “Borrower Security Agreement”) covering all of Holdings’ , in form and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference substance satisfactory to the Perfection Certificate) (the “Security Agreement Collateral”) Administrative Agent, and (yii) Borrower and Holdings each Subsidiary Guarantor shall have duly authorized, executed and delivered an amended and restated Subsidiary Security Agreement, in form and substance satisfactory to the Perfection Certificate and shall have delivered the followingAdministrative Agent, in each case together with: (i) proper financing statements (Form UCC-1 or the equivalentsuch other financial statements or similar notices as shall be required by local law) authorized and financing statement amendments fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect or continue the perfection of the security interests purported to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (ii) all stock certificates certified copies of Requests for Information or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1)Copies, or equivalent reports as of a recent datereports, listing all effective financing statements or similar notices that name Holdings Borrower or the Borrower its Subsidiaries (by its actual name or any trade name, fictitious name or similar name), or any division or other operating unit thereof, as debtor and that are filed in the jurisdictions referred to in clause (i) aboveany relevant jurisdiction, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by for which the Administrative Agent shall have received termination statements (or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of all other recordings and (z) reports as of a recent date listing all effective tax and judgment liens filings of, or with respect to, such Security Agreement and all other actions as may be necessary or, in the opinion of the Administrative Agent, desirable to Holdings perfect or continue the perfection of the security interests intended to be created by such Security Agreement; (iv) an executed Landlord Consent from each lessor of any leased facility of the Borrower in each jurisdiction or any Subsidiary at which any Collateral may be located as the Administrative Agent may reasonably require.request (provided that to the extent any such Landlord Consent has not been delivered on the Amendment/Restatement Effective Date, the Borrower shall use its reasonable best efforts to cause such Landlord Consents to be executed and delivered within sixty (60) days following the Amendment/Restatement Effective Date); (v) a duly authorized, executed and delivered updated Perfection Certificate properly completed by each Credit Party, in form and substance satisfactory to the Administrative Agent; and (vi) evidence that all other actions necessary, or in the reasonable opinion of the Administrative Agent, desirable to perfect or continue the perfection of the security interests purported to be taken by the Security Agreements have been taken;

Security Agreements. On the Closing Date, (x) Holdings The Administrative Agent and the Borrower Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to timeParent, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedeach Guarantor, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by the Parent, the Borrower or any Guarantor in any Subsidiary of the equivalent) authorized for filing under the UCC or other appropriate filing offices Parent, which certificates in each case shall be accompanied by undated instruments of each jurisdiction andtransfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Parent, the Borrower and United States Copyright Officeeach Guarantor as a debtor and the Administrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Secured Parties pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing necessary to release all Liens and other rights of any Person (i) in any assets of the Parent, the Borrower or evidencing any Subsidiary, or (ii) securing any of the Security Agreement Collateral Indebtedness identified in Schedule 8.2(a) of the Disclosure Letter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent and the Lenders may reasonably request from the Parent, the Borrower or any Subsidiary; (d) subject to Section 7.15, landlord access agreements in form and substance satisfactory to the extent required by Administrative Agent and the Security Agreement) accompanied by instruments Lenders with respect to each leased location as of transfer the Closing Date where any books and stock powers undated and endorsed in blankrecords of the Loan Parties, or more than $[***] of other Collateral, is stored, as of the Closing Date; and (iiie) certified copiessubject to Section 7.15, each evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent datethe Parent, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Guarantor are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Restatement Effective Date, (xi) Holdings and the Borrower shall have duly authorized, executed and delivered an amended and restated Security Agreement substantially in the form of Exhibit G-1, together with such changes (or with such other documents) as may be requested by the Collateral Agent in connection with local law (each, as modified, supplemented or amended from time to time, the "Borrower Security Agreement") covering all of the Borrower's respective present and future Security Agreement Collateral and (ii) Xtra and each Subsidiary Guarantor shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G-2, together with such changes (or with such other documents) as amendedmay be requested by the Collateral Agent in connection with local law (each, as modified, restated and/or supplemented or amended from time to time, the “"Subsidiary Security Agreement”") covering all of Holdings’ and the Borrower’s each Subsidiary's respective present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether in each case with: (iA) proper financing statements executed copies of Financing Statements (Form Forms UCC-1 or the equivalentUCC-3) authorized or appropriate local equivalent in appropriate form for filing under the UCC or other appropriate filing offices local equivalent of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect or maintain the security interests purported to be created by the Security Agreement Agreements and as set forth on Schedule 6 to capable of being perfected by the Perfection Certificatefiling of such Financing Statements or appropriate local equivalent; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name Holdings or PXI, the Borrower or, Xtra as debtor and that are filed in the jurisdictions referred to in clause (i) aboveA), together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreements as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the extent such financing statements will security interests intended to be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested created by the Administrative Agent Security Agreements; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and (z) reports as of a recent date listing all effective tax and judgment liens with respect protect the security interests purported to Holdings or be created by the Borrower in each jurisdiction as the Administrative Agent may reasonably requireSecurity Agreements have been taken.

Security Agreements. On (a) Notwithstanding anything to the contrary in the SB-Newco Call Option Security Agreement (or, in the event the Closing DateDate does not occur, the Replacement SB-Newco Call Option Security Agreement), no modification, waiver or amendment thereof shall be effective without the prior written consent of DT (or a subsidiary of DT that is a Newco Optionholder) for so long as DT (or such subsidiary of DT) is a Newco Optionholder. (b) In the event the Closing Date does not occur on or prior to June 26, 2020, the respective Parties to each of the following agreements described below shall, as promptly as practicable (and in any event no later than the earlier of (x) Holdings and the Borrower shall have duly authorizedentry into of any margin loan secured, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicabledirectly or indirectly, by reference to the Perfection Certificate) any Common Stock held by SoftBank or any of its subsidiaries (the a “Security Agreement CollateralSpecified Margin Loan”) and (y) Borrower July 3, 2020, duly execute and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: deliver (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, a pledge and security agreement in the case respect of the Borrower, filings with SB-Newco Call Option to create in favor of the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments Optionholder (as defined in the SB-Newco Call Option Agreement) a security interest in all right, title and interest of the Grantor (as defined in the SB-Newco Call Option Agreement) in an amount of shares of Common Stock equal to the number of Option Shares (as defined in the SB-Newco Call Option Agreement) exercisable under the SB-Newco Call Option and any proceeds thereof (the “Replacement SB-Newco Call Option Security Agreement”), if any(ii) a pledge and security agreement in respect of the Newco-DT Call Option to create in favor of the Optionholder (as defined in the Newco-DT Call Option Agreement) a security interest in all right, representing or evidencing title and interest of the Grantor (as defined in the Newco-DT Call Option) in the SB-Newco Call Option and Replacement SB-Newco Call Option Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated any proceeds thereof and endorsed in blank; and (iii) certified copies, each a pledge and security agreement in respect of a recent date, the SB-DT Call Option to create in favor of the Optionholder (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed defined in the jurisdictions referred to SB-DT Call Option Agreement) a security interest in clause (i) aboveall right, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any title and interest of the Collateral except Grantor (as defined in the SB-DT Call Option Agreement) in an amount of shares of Common Stock equal to the extent evidencing Permitted Liens or to number of Option Shares (as defined in the extent such financing statements will be terminated as contemplated by Section 6.05), (ySB-DT Call Option Agreement) United States Patent exercisable under the SB-DT Call Option and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireany proceeds thereof.

Security Agreements. On the Closing Effective Date, (xi) Holdings shall have duly authorized, executed and delivered the Holdings Security Agreement in the form of Exhibit H-1 (as amended, modified or supplemented from time to time, the "Holdings Security Agreement"), (ii) the Borrower shall have duly authorized, executed and delivered the Borrower Security Agreement substantially in the form of Exhibit E H-2 (as amended, modified, restated and/or modified or supplemented from time to time, the “"Borrower Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”") and (yiii) Borrower and Holdings each Subsidiary Guarantor shall have duly authorized, executed and delivered the Perfection Certificate Subsidiary Security Agreement in the form of Exhibit H-3 (as amended, modified or supplemented from time to time, the "Subsidiary Security Agreement"), in each case covering all of such Credit Party's present and shall have delivered the followingfuture Security Agreement Collateral, together with: (i) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the each Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments certified copies of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1)UCC-11 search results, or equivalent reports as of a recent datereports, listing all effective financing statements that name Holdings any Credit Party or the Borrower any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements state- ments that name Holdings any Credit Party or the Borrower any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to in respect of which the extent Collateral Agent shall have received termination statements (Form UCC-3) or such financing other termination statements will as shall be terminated as contemplated required by Section 6.05local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens or with respect to, each Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to Holdings or perfect the Borrower security interests intended to be created by each such Security Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by each jurisdiction as the Administrative Agent may reasonably requireSecurity Agreement have been taken.

Security Agreements. On The Collateral Agent and each of the Closing Date, (x) Holdings Agents shall have received executed counterparts of each of the Canadian Subsidiary Security Agreement and the Borrower shall have Affiliate Security Agreement, each dated as of the date hereof and duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andan Authorized Officer of, in the case of the BorrowerCanadian Subsidiary Security Agreement, filings with PCICC, and in the United States Patent case of the Affiliate Security Agreement, each of PCI Carolina and Trademark Office Pioneer Licensing, together with (a) in the case of PCI Carolina and United States Copyright OfficePioneer Licensing (i) executed Uniform Commercial Code financing statements (Form UCC-1) naming each of PCI Carolina and Pioneer Licensing, in each caseas the debtor and the Collateral Agent as the secured party, or other similar instruments or documents, to be filed under the Uniform Commercial Code or other similar laws for all jurisdictions as may be reasonably necessary or or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported interest of the Collateral Agent pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;Agreements; and (ii) all stock certificates certified copies of Uniform Commercial Code Requests for Information or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Collateral Agent and the Agents, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings PCI Carolina, Pioneer Licensing or the Borrower U.S. Seller (under its present name and any previous names), as the debtor and that which are filed in the jurisdictions referred jurisdiction in which filings were made pursuant to in clause (ia)(i) above, together with copies of such other financing statements; and (b) in the case of PCICC, (i) evidence reasonably satisfactory to the Arranger, the Syndication Agent and the Documentation Agent of all financing statements that name Holdings under the applicable PPSA and all other filings and registrations necessary or desirable to perfect the Borrower as debtor Lien created pursuant to such Canadian Subsidiary Security Agreement (none of which shall cover any of the Collateral except or evidence reasonably satisfactory to the extent evidencing Permitted Liens or to Arranger, the extent Syndication Agent and the Documentation Agent that such financing statements will be terminated as contemplated by Section 6.05have been delivered to the applicable filing office(s) and that all fees, taxes and other expenses associated with such filings have been paid), (y) United States Patent together with such searches of Liens, judgment and Trademark Office and United States Copyright Office searches reasonably requested by tax lien records as the Administrative Arranger, the Syndication Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Documentation Agent may shall reasonably require., and (ii) lien

Security Agreements. On The Administrative Agent shall have received executed counterparts of the Closing Security Agreement, dated as of the Restatement Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to timeby Holdings, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedeach Subsidiary, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by Holdings, the Borrower or any Subsidiary in the equivalent) authorized for filing under Borrower and the UCC or other appropriate filing offices Subsidiaries, which certificates in each case shall be accompanied by undated instruments of each jurisdiction andtransfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming Holdings, the Borrower and United States Copyright Officeeach Subsidiary as a debtor and the Administrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Lenders pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing or evidencing the Security Agreement Collateral (necessary to the extent required by the Security Agreement) accompanied by instruments release all Liens and other rights of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause any Person (i) abovein any assets of Holdings, the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with copies of such other financing UCC Form UCC-3 termination statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirerequest from Holdings, the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Administrative Agent from each landlord to and mortgagee of Holdings, the Borrower or any Subsidiary; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of Holdings, the Borrower and each Subsidiary are Controlled Accounts.

Security Agreements. (a) On the Closing Initial Borrowing Date, (x) Holdings and the Borrower each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E I (as amended, modified, restated and/or modified or supplemented from time to time, the “U.S. Security Agreement”) covering all of Holdings’ and the Borrowersuch U.S. Credit Party’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and Collateral (y) Borrower and Holdings shall have duly authorizedas defined in the U.S. Security Agreement), executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Officedesirable, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments certified copies of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings Aleris or the Borrower any of its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) aboveabove and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of such other financing statements that name Holdings Aleris or the Borrower any of its Domestic Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); and (iii) all other documents or filings necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement, and the U.S. Security Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Canadian Credit Party shall, to secure the ABL Obligations of the Canadian Credit Parties hereunder and under the other Credit Documents, have duly authorized, executed and delivered such security agreements, documents and instruments (including, without limitation, Mortgages of the Real Property located in Canada and listed on Schedule V hereof) as may be reasonably required by the Joint Lead Arrangers (based on advice of local counsel), with the intent being that the Lenders receive, to secure the ABL Obligations of the Canadian Credit Parties hereunder and under the other Credit Documents, valid and enforceable first priority, perfected security interests or charges (or, in the province of Quebec, a valid and enforceable hypothec) in all or substantially all of the assets owned by the Canadian Credit Parties in which it is practicable (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the Joint Lead Arrangers) to obtain such security interests or charges (as determined by the Joint Lead Arrangers, based on advice of local counsel). All security documentation to be executed and delivered by the Canadian Credit Parties pursuant to the immediately preceding sentence (each, as amended, modified, restated and/or supplemented from time to time, a “Canadian Security Agreement” and, collectively, the “Canadian Security Agreements”) shall (i) be prepared by local counsel reasonably satisfactory to the Joint Lead Arrangers, (ii) be in form and substance reasonably satisfactory to the Joint Lead Arrangers and (iii) be in full force and effect on the Initial Borrowing Date. In connection with the execution and delivery of the Canadian Security Agreements, the Canadian Borrowers and/or the respective Canadian Subsidiary Guarantor shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests or charges granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 6.09 with respect to the Pledge Agreement Collateral and Section 6.11(a) with respect to the U.S. Security Agreement Collateral described in the U.S. Security Agreement), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Joint Lead Arrangers based on advice of local counsel. Schedule VI sets forth all Canadian Security Agreements to be executed and delivered on the Initial Borrowing Date. (c) On the Initial Borrowing Date, the European Borrower and each European Subsidiary Guarantor shall, to secure the ABL Obligations of the European Credit Parties hereunder and under the other Credit Documents, have duly authorized, executed and delivered such financing statements will security agreements, documents and instruments as may reasonably be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested required by the Administrative Agent (based on advice of local counsel), with the intent being that the Lenders receive, to secure the ABL Obligations of the European Credit Parties hereunder and under the other Credit Documents, valid and enforceable first priority, perfected security interests or charges in all or substantially all of the assets owned by the European Credit Parties in which it is practicable and economical (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the Administrative Agent) to obtain such security interests or charges (as determined by the Administrative Agent, based on advice of local counsel). All security documentation to be executed and delivered by the European Credit Parties pursuant to the immediately preceding sentence, as well as all security documentation entered into by any European Subsidiary Guarantor after the Initial Borrowing Date pursuant to Section 10.11 (each, as amended, modified, restated and/or supplemented from time to time, a “European Security Agreement” and, collectively, the “European Security Agreements”), shall (i) be prepared by local counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and (ziii) reports be in full force and effect on the Initial Borrowing Date or, in the case of any European Subsidiary Guarantor, such later date determined pursuant to Section 10.11. In connection with the execution and delivery of the European Security Agreements, the European Borrower and/or the respective European Subsidiary Guarantor shall take such actions as of a recent date listing all effective tax may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and judgment liens protect the security interests or charges granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 6.09 with respect to Holdings or the Borrower Pledge Agreement Collateral, Section 6.11(a) with respect to the U.S. Security Agreement Collateral described in the U.S. Security Agreement and in Section 6.12 with respect to the ABL Creditor Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction as or deemed necessary or desirable by the Administrative Agent may reasonably requirebased on advice of local counsel. Schedule VI sets forth all European Security Agreements to be executed and delivered on the Initial Borrowing Date.

Security Agreements. On the Closing Date, (xi) Holdings and the The Borrower shall have duly authorized, executed and delivered the Security Agreement a security agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented or amended from time to time, the “"Borrower Security Agreement”") amending and restating the security agreement delivered by the Borrower pursuant to the Original Credit Agreement covering all of Holdings’ and the Borrower’s 's present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingCollateral together with: (iA) proper executed copies of financing statements (Form UCC-1 or the equivalentUCC-1) authorized and amendments to financing statements (Form UCC-3) in appropriate form for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Borrower Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) aboveA), together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Borrower Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the extent security interests intended to be created by the Borrower Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Borrower Security Agreement have been taken. (ii) each Subsidiary of the Borrower shall have duly authorized, executed and delivered the security agreement substantially in the form of Exhibit F (as modified, supplemented or amended from time to time, the "Subsidiary Security Agreement") covering all of each such Subsidiary's present and future Security Agreement Collateral together with: (A) executed copies of financing statements will (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be terminated as contemplated necessary to perfect the security interests purported to be created by Section 6.05the Subsidiary Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as or equivalent reports, each of a recent date listing all effective tax financing statements that name any such Subsidiary as debtor and judgment liens that are filed in the jurisdictions referred to in clause (A), together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to Holdings which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Borrower Subsidiary Security Agreement as may be necessary or, in each jurisdiction as the Administrative Agent may reasonably requireopinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Subsidiary Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Subsidiary Security Agreement have been taken.

Security Agreements. 1. On the Closing Dateor before September 5, 2018 (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent later date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may agree in its sole discretion), WIL-Ireland shall cause (A) Weatherford Colombia Limited, Weatherford Drilling International (BVI) Ltd., Weatherford Holdings (BVI) Ltd., Xxxxxxxxxxx Oil Tool Middle East Limited (“Xxxxxxxxxxx Oil”) (each, an entity organized under the laws of the British Virgin Islands, and together, the “Initial BVI Eligible Current Assets Collateral Grantors”), Key International Drilling Company Limited, Weatherford Services, Ltd. and Xxxxxxxxxxx International Ltd. (each, an entity organized under the laws of Bermuda, and together, the “Initial Bermuda Eligible Current Assets Collateral Grantors”) to execute and deliver to the Administrative Agent (i) Collateral Documents (or one or more joinders thereto), in form and substance reasonably requiresatisfactory to the Collateral Agent and the Administrative Agent, as are necessary to cause all Current Assets that are intended to be Collateral of such Eligible Current Assets Collateral Grantor to be subject to a perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations, having priority over all other Liens on the Collateral except for Liens permitted by Section 8.04 of the Credit Agreement, and (ii) each applicable Intercreditor Agreement (or one or more joinders thereto) pursuant to which such Eligible Current Assets Collateral Grantor agrees to be bound by the terms and provisions thereof and (B) Xxxxxxxxxxx Oil to deliver to the Administrative Agent (i) a consent or waiver or similar document executed by Deutsche Bank AG Abu Dhabi Branch with respect to the existing Restrictive Agreement related to that certain Revolving Credit Facility, dated as of March 3, 2010, between Deutsche Bank AG Abu Dhabi Branch and Xxxxxxxxxxx Oil and (ii) a consent or waiver or similar document executed by Standard Chartered Bank Dubai with respect to the existing Restrictive Agreement related to that certain Banking Facilities Letter, dated as of February 9, 2012, between Standard Chartered Bank Dubai and Xxxxxxxxxxx Oil; provided, that notwithstanding anything to the contrary set forth in the Credit Agreement or in any other Loan Document, no Eligible Current Assets Collateral Grantor shall have any obligation to provide a Lien on any Current Assets that are not subject to a Lien securing the Term Loan Obligations. 2. On or before October 5, 2018 (or such later date as the Administrative Agent may agree in its sole discretion), WIL-Ireland shall cause Weatherford Australia Pty Limited, an entity organized under the laws of Australia, Weatherford U.K. Limited, an entity organized under the laws of the England and Wales, Weatherford Norge AS, an entity organized under the laws of Norway and Weatherford Products GmbH, an entity organized under the laws of Switzerland, to execute and deliver to the Administrative Agent (i) Collateral Documents (or one or more joinders thereto), in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent, as are necessary to cause all Current Assets that are intended to be Collateral of such Eligible Current Assets Collateral Grantor to be subject to a perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations, having priority over all other Liens on the Collateral except for Liens permitted by Section 8.04 of the Credit Agreement, and (ii) each applicable Intercreditor Agreement (or one or more joinders thereto) pursuant to which such Eligible Current Assets Collateral Grantor agrees to be bound by the terms and provisions thereof; provided, that notwithstanding anything to the contrary set forth in the Credit Agreement or in any other Loan Document, no Eligible Current Assets Collateral Grantor shall have any obligation to provide a Lien on any Current Assets that are not subject to a Lien securing the Term Loan Obligations.

Security Agreements. On Subject to Section 7.15, the Closing Date, (x) Holdings and the Borrower Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorizedeach Guarantor, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in any Subsidiary of the equivalent) authorized for filing under Borrower (other than the UCC or other appropriate filing offices Excluded Indian Subsidiary), which certificates in each case shall be accompanied by undated instruments of each jurisdiction andtransfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and United States Copyright Officeeach Guarantor as a debtor and the Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) all stock certificates securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or Instruments any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Guarantor and each other Person in the United States that has possession of any Collateral (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by under the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiie) certified copiesevidence that all United States deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Guarantor are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On The Agents shall have received executed counterparts of the Closing Date, (x) Holdings Borrower Security Agreement and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Subsidiary Security Agreement”) covering all , each dated as of Holdings’ the date hereof, duly executed by the Borrower and the Borrower’s present and future Collateral referred to therein each of its U.S. Subsidiaries (including, as applicable, by reference after giving effect to the Perfection CertificateTransaction) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper executed copies of properly completed Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions (other than those jurisdictions where (x) neither the Borrower nor such Subsidiary is qualified to do business as a foreign corporation, (y) no collateral described in the Security Agreement is located on the Closing Date and (z) the filing of such Form UCC-1 would result in material increased tax or other appropriate filing offices of each jurisdiction andsimilar liabilities to the Borrower or such Subsidiary) as may be necessary or, in the case opinion of the BorrowerAgents, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported interest of the Facility Agent pursuant to be created by the Security Agreement Agreements; (b) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and as set forth on Schedule 6 to other rights of any Person (i) in any collateral described in the Perfection Certificate;Security Agreements previously granted by any Person, and (ii) all stock certificates or Instruments securing any of the Indebtedness identified in ITEM 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule, together with such other Uniform Commercial Code Form UCC-3 termination statements as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAgents may reasonably request from such Obligors; and (iiic) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as a similar search report certified by a party acceptable to the Agents, dated a date reasonably near to the date of a recent datethe initial Credit Extension, listing all effective financing statements that which name Holdings or the Borrower or such Subsidiary (under their present names and any previous names) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause CLAUSE (iA) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which (other than those described in CLAUSE (a), if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements described in CLAUSE (a)) shall cover any of collateral described in the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05Security Agreements), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On The Agent shall have received executed counterparts of the Borrowers Security Agreement, duly executed and delivered by the Borrowers, the Partnership (CCIPII) Security Agreement, duly executed and delivered by the parties thereto and the Partnership (CPLP) Security Agreement, duly executed and delivered by the parties thereto, each dated as of the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1 UCC-1), dated a date reasonably near to the Closing Date (or such other evidence of filing as may be acceptable to the equivalent) authorized Agent), or, if acceptable to the Agent, Uniform Commercial Code financing statements suitable for filing filing, naming each grantor under the UCC Borrowers Security Agreement, the Partnership (CCIPII) Security Agreement and the Partnership (CPLP) Security Agreement, as the debtors and the Agent as the secured party, or other appropriate filing offices similar instruments or documents, filed or, if acceptable to the Agent, suitable for filing, under the Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAgent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported interest of the Agent pursuant to be created by the Borrowers Security Agreement, the Partnership (CCIPII) Security Agreement and as set forth on Schedule 6 the Partnership (CPLP) Security Agreement; (b) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements and other suitable instruments or documents, if any, necessary to release and/or, in the Perfection Certificate;Agent s discretion, assign all Liens and other rights of any Person (other than Liens permitted under Section 7.2.3) (i) in any collateral described in the Borrowers Security Agreement, the Partnership (CCIPII) Security Agreement and the Partnership (CPLP) Security Agreement previously granted by any Person, and (ii) all stock certificates securing any of the Indebtedness identified in Item 7.2.2(b) (Indebtedness to be Paid ) of the Disclosure Schedule, together with such other Uniform Commercial Code Form UCC-3 termination statements or Instruments (other suitable instruments or documents as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAgent may reasonably request from such Obligors; and (iiic) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name each Obligor that name Holdings is a grantor under the Borrowers Security Agreement, the Partnership (CCIPII) Security Agreement or the Borrower Partnership (CPLP) Security Agreement (under their respective present name and any previous names), as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which (other than those described in clause (a), if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements described in clause (a)) shall cover any of collateral described in the Collateral Borrowers Security Agreement, the Partnership (CCIPII) Security Agreement or the Partnership (CPLP) Security Agreement, except to the extent evidencing Permitted Liens or to the extent for such financing statements will be terminated as contemplated to which the Liens thereunder are released by the Uniform Commercial Code Form UCC-3 statements delivered pursuant to the preceding clause (b) or permitted under Section 6.057.2.3), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a together with recent date listing all effective tax and judgment liens searches with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requiresuch Obligors.

Security Agreements. (a) On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered delivered, as applicable, the U.S. Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingdelivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the U.S. Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05)Liens, (y) United States Patent and Trademark Office and the United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower or any other Credit Party in each jurisdiction as the Administrative Agent Agents may reasonably require. (b) On the Closing Date, each Credit Party, as applicable, shall have duly authorized, executed and delivered the Canadian Security Agreement covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) RPMRR registrations and PPSA financing statements filed under the PPSA of each jurisdiction or other appropriate filing offices as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) certified copies, each of a recent date, of (x) RPMRR, PPSA, Bank Act (Canada), or equivalent reports as of a recent date, listing all effective financing statements or other registrations that name the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements or other registrations that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens, (y) Canadian Intellectual Property Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective executions, writs and judgment liens with respect to the Borrower or any other Credit Party in each jurisdiction as the Agents may reasonably require.

Security Agreements. On the Closing Initial Borrowing Date, (xi) Holdings and the Borrower each US ------------------- Credit Party shall have duly authorized, executed and delivered the US Security Agreement substantially in the form of Exhibit E H (as amended, modifiedrestated, restated modified and/or supplemented from time to timetime in accordance with the terms thereof and hereof, the “"US Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”") and (yii) Borrower and Holdings each Foreign Credit Party shall have duly authorized, executed and delivered one or more other security agreements in form and substance satisfactory to the Perfection Certificate Collateral Agent in connection with the Security Agreement Collateral of each such Foreign Credit Party (such security agreements referred to in this clause (ii), the "Foreign Security Agreements" and shall have each, a "Foreign Security Agreement"; and the Foreign Security Agreements, together with the US Security Agreement (as well as any security agreements delivered pursuant to Section 8.11(a)), are collectively, the following"Security Agreements"), in each case covering all of each such Credit Party's present and future Security Agreement Collateral, together with: (i) proper executed copies of financing statements (Form UCC-1 UCC-1) or the equivalent) authorized appropriate local or foreign equivalents in appropriate form for filing under the UCC or other appropriate filing offices local or foreign equivalents of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerCollateral Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (ii) all stock certificates certified copies of Requests for Information or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Holdings or the Borrower any Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower any Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3 or the equivalent) as shall be required by local or foreign law fully executed for filing); (iii) evidence of the completion (or arrangements therefor reasonably satisfactory to the extent such financing statements will Collateral Agent) of all other recordings and filings of, or with respect to, the Security Agreements as may be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested necessary to perfect the security interests intended to be created by the Administrative Agent and (z) reports as of Security Agreements, provided that no such recordings or filings shall be made to perfect any Rolling Stock or Tractor Trailer which is not Material Rolling Stock or a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction Material Tractor Trailer, as the Administrative Agent case may reasonably requirebe; and (iv) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Security Agreements have been taken, provided that no such action shall be taken to perfect any Rolling Stock or Tractor Trailer which is not Material Rolling Stock or a Material Tractor Trailer, as the case may be; and each Security Agreement shall be in full force and effect.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreement, each dated as of the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and by the Borrower’s present , Intermediate Holdco and future Collateral referred to therein (includingeach Subsidiary of the Borrower, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries directly owned by such Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Uniform Commercial Code Form UCC-1 financing statements and Uniform Commercial Code Form UCC-3 amendment or continuation statements (“Filing Statements”), as appropriate, suitable in form for naming Intermediate Holdco, the Borrower, filings with and each Subsidiary Guarantor as a debtor and the United States Patent and Trademark Office and United States Copyright OfficeAdministrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;Agreement; and (iic) all stock certificates or Instruments (as defined in the Security Agreement)Uniform Commercial Code Form UCC-3 termination statements, if any, representing or evidencing the necessary to release all Liens and other rights of any Person in any collateral described in any Security Agreement Collateral (to the extent required previously granted by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) aboveany Person, together with copies of such other financing Uniform Commercial Code UCC-3 termination statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirerequest from such Obligors.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreement, each dated as of the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and by the Borrower’s present , Intermediate Holdco and future Collateral referred to therein (includingeach Subsidiary of the Borrower, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (ia) proper financing statements certificates (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries directly owned by such Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Uniform Commercial Code Form UCC-1 financing statements (“Filing Statements”) suitable in form for naming Intermediate Holdco, the Borrower, filings with and each Subsidiary Guarantor as a debtor and the United States Patent and Trademark Office and United States Copyright OfficeAdministrative Agent as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;Agreement; and (iic) all stock certificates or Instruments (as defined in the Security Agreement)UCC Form UCC-3 termination statements, if any, representing or evidencing the necessary to release all Liens and other rights of any Person (i) in any collateral described in any Security Agreement Collateral previously granted by any Person, (to ii) securing any of the extent required by Indebtedness identified in Item 7.2.2(b) of the Security Agreement) accompanied by instruments of transfer Disclosure Schedule and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or with respect to any collateral granted by any Obligor in connection with the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) aboveBridge Financing, together with copies of such other financing UCC Form UCC-3 termination statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirerequest from such Obligors.

Security Agreements. On (a) Each of Finlay and its Domestic Subsidiaries (other than the Closing DateSonab Entities) shall duly execute and deliver to the Agent one or more security agreements, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E 4.3(a) hereto (each, as amended, modifiedsupplemented or modified from time to time in accordance with its terms, restated and/or a "Security Agreement", and, together with the Pledge Agreements, Mortgages, Leasehold Mortgages, the Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the Cash Collateral Agreement, the Collecting Bank Agreements, and any other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Obligations, in each case, as amended, modified or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral collectively referred to therein as the "Security Documents"), and (except as provided in Sections 8.19(a) and 8.27 hereof), all consents of third parties necessary to permit the effective granting of the Liens created in such security agreements (including, as applicablewithout limitation, by reference to the Perfection a landlord's waiver and certificate (each a "Landlord's Certificate") (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices in respect of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Officeproperty subject to a Lease), in each case, as in form and substance reasonably satisfactory to the Agent, together with: (A) evidence of the completion of all recordings and filings of or with respect to the Security Documents that the Agent may be reasonably deem necessary or desirable in order to perfect and protect the security interests purported Liens created thereby, (B) evidence of the insurance required by the terms of any Security Document or this Agreement, (C) to be the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Borrower, and (D) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by 57 the Security Documents (and the priority of such Liens required hereunder) has been taken. (b) The Agent shall have received (unless otherwise consented to in writing by the Agent) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement and as set forth on Schedule 6 to Documents, covering the Perfection Certificate; (ii) all stock certificates or Instruments (as defined collateral described in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireDocuments.

Security Agreements. On (a) Notwithstanding Section 16.01, with respect to the Closing DatePerfection Collateral, (x) Holdings the security interests and Lien granted pursuant to the Bankruptcy Plan shall be documented by the Security Agreements which the Company and the Borrower shall Guarantors have duly authorizedentered into simultaneously with the execution of this Indenture. Each Holder of Securities, executed by its acceptance thereof, consents and delivered agrees to the terms of the Security Agreement substantially Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in the form of Exhibit E (as amended, modified, restated and/or supplemented effect or may be amended from time to timetime in accordance with its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. (b) The Company shall and shall cause the Guarantors to do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Agreements or as may be requested by the Trustee to assure and confirm to the Trustee and the Collateral Trustee the security interest in and lien on the Perfection Collateral contemplated by the Security Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes, and having the priority, herein expressed. (c) Without limitation of the foregoing, the “Company shall take, and shall cause its Subsidiaries to take the following actions to cause the Security Agreement”) covering Agreements to create and maintain, as security for the obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Prefection Collateral, in favor of Holdings’ the Collateral Trustee for its benefit and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to ratable benefit of the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingHolders of Securities: (i1) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by Execute the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (ii2) File UCC financing statements in Washington D.C.; (3) Give custody to the Trustee of all stock share certificates of each Guarantor issued or Instruments issuable in certificate form; (as defined 4) [Register the fixed and floating charge in Bermuda]; (5) [Register the fixed and floating charge in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankUnited Kingdom]; and (iii6) certified copies[Register the fixed and floating charge in Ireland]; (d) Notwithstanding this Section 16.02, each the failure of the Company or the Guarantors to execute any documentation relating to the Lien granted under the Bankruptcy Plan shall in no way affect the validity, perfection or priority of such Lien. It shall not be a recent datecondition precedent to the issuance of any series of Securities that any action be taken to make the Lien effective. (e) The Company shall and shall cause the Guarantors to, of as soon as practicable after the Issue Date (xbut in no event later than sixty (60) requests for information or copies (Form UCC-1days thereafter), make such recordings, registerings, or equivalent reports as filings of a recent dateall financing statements, listing all effective financing statements that name Holdings notices of Lien or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens similar instruments with respect to Holdings or the Borrower in each jurisdiction Collateral that is not Perfection Collateral as the Administrative Agent may reasonably require.are possible to make on commercially reasonable terms. 63

Security Agreements. (a) On the Closing Restatement Effective Date, (xi) Holdings each of the Borrower Security Agreement and the Subsidiaries Security Agreement shall remain in full force and effect, (ii) no filings, recordings, registrations or other actions shall be necessary or desirable to maintain the perfection and priority of the security interests granted by the original parties to the Borrower shall have duly authorized, executed and delivered Security Agreement or the Subsidiaries Security Agreement in the Security Agreement substantially in the form of Exhibit E Collateral covered thereby (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference except to the Perfection Certificateextent made pursuant to clause (B) or (the “Security Agreement Collateral”C) below), and (yiii) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of each of the BorrowerBorrower Security Agreement and the Subsidiaries Security Agreement, filings with the United States Patent Banks shall have received: (A) certified copies of Requests for Information or copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party, or a division or other operating unit of any thereof, as debtor and Trademark Office and United States Copyright Officethat are filed in any jurisdiction where a filing may be necessary or, in each casethe opinion of the Collateral Agent, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the such Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to for which the extent Collateral Agent shall have received termination statements (Form UCC-3 or such financing other termination statements will as shall be terminated as contemplated required by Section 6.05local law) fully executed for filing); (B) evidence of the completion of all other recordings and filings of, (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens or with respect to, such Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to Holdings or perfect the Borrower security interests intended to be created by such Security Agreement; and (C) evidence that all other actions necessary or, in each jurisdiction as the Administrative Agent may reasonably requireopinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by such Security Agreement have been taken.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Loan Security Agreement and the First Lien Pledge and Security Agreement, each dated as of the Closing Date, duly executed by the applicable Obligor party thereto, together with (xa) Holdings evidence that certificates evidencing all of the issued and outstanding Capital Securities owned by the Pledgor of Royalty Sub and pledged under the First Lien Pledge and Security Agreement shall have been delivered to the Administrative Agent, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank; (b) copies of Filing Statements suitable in form for naming the Pledgor and Royalty Sub as a debtor and the Borrower shall have duly authorizedAdministrative Agent as the secured party, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time or other similar instruments or documents to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing be filed under the UCC or other appropriate filing offices of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported Liens of the Administrative Agent pursuant to each such Security Agreement, and copies of Uniform Commercial Code financing statements to be created by filed in connection with the Security Purchase and Sale Agreement naming Quintiles as a debtor and Royalty Sub as set forth on Schedule 6 to the Perfection Certificatesecured party; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiic) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover evidence a Lien on any collateral described in any Loan Document); and (d) a copy of a deposit and securities account control agreement executed and delivered by each of Royalty Sub, the Collateral except Administrative Agent, the Trustee and U.S. Bank National Association, the deposit bank and/or custodian with respect to the extent evidencing Permitted Liens or each Account, sufficient to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by enable the Administrative Agent (or its agent) to have and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in maintain control over each jurisdiction as the Administrative Agent may reasonably requireAccount.

Security Agreements. On the Closing DateThe Administrative Agent shall have received, (x) Holdings and with counterparts for each Lender, executed counterparts of the Borrower shall have Security Agreement dated as of the date hereof, duly authorized, executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any Subsidiaries (other than Evergreen), executed counterparts of each Subsidiary Security Agreement substantially in dated as of the form of Exhibit E (as amendeddate hereof, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:by an Authorized Officer of each such Subsidiary, together with (ia) proper executed copies of Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the Borrower and each such Subsidiary (if any) as a debtor and the Administrative Agent, on behalf of the Secured Parties, as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by such Security Agreement; (b) the applicable Perfection Certificate (as defined in such Security Agreement); (c) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (except for Permitted Liens) of any Person (i) in any collateral described in any Security Agreement and as set forth on Schedule 6 previously granted to the Perfection Certificate;any Person, and (ii) all stock certificates or Instruments (as defined securing any of the Indebtedness in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (respect to the extent required by Existing Credit Facility, together with such other Uniform Commercial Code Form UCC-3 termination statements as the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; andAdministrative Agent may reasonably request from such Obligors; (iiid) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings or the Borrower and each Subsidiary (under its present name and any previous names) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any collateral described in any Security Agreement except for Permitted Liens); (i) all applicable Counterparty Notices required to be delivered pursuant to Sections 3.6 and 4.10(i) of the Collateral except to the extent evidencing Permitted Liens or a Security Agreement and Sections 2.10 and 3.3(c) of a Mortgage (to the extent such financing statements will notices may be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested obtained by the Administrative Agent Borrower with the exercise of its commercially reasonable efforts) and (zii) reports as of a recent date listing all effective tax and judgment liens landlord lien notices with respect to Holdings each lessor of premises leased to the Borrower or any Subsidiary after the date of this Agreement with respect to the assets of the Borrower or any Subsidiary located on such premises; (f) in the event the Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Borrower in each jurisdiction such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (g) all Pledged Notes (as defined in the Borrower Security Agreement and the Subsidiary Security Agreement, as applicable), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by the Borrower or a Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably requirerequest. The Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii) no Lien exists on any of the collateral described above other than Permitted Liens and the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document.