Common use of Security Documents Clause in Contracts

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (ai) The due and punctual payment results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in the jurisdiction in which the Borrower is located, which in each case shall have revealed no Liens with respect to any of the principal ofCollateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, premium registrations and interest recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected first-priority Lien on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided described in the Security DocumentsAgreement, which define subject to no other Liens except for Permitted Encumbrances, including the terms receipt of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatfully executed Control Agreements as required hereby, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents Access Agreements required to be filed delivered pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgreement. (diii) Notwithstanding any provision hereof The results, dated as of a recent date prior to the contraryEffective Date, of searches conducted in the provisions of this Section 11.1 are qualified PPSA filing records in their entirety by the terms provinces in which any personal property Collateral is located, which in each case shall have revealed no Liens with respect to any of the Security Documents Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and neither the Company nor any Guarantor is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. Without limiting the foregoing, the Borrower shall deliver: all promissory notes, if any, evidencing all Indebtedness owed to the Borrower as of the Effective Date after giving effect to the Transactions to the extent required to be pledged pursuant to this Note the Security Agreement, and instruments of transfer, endorsed in blank, with respect to such promissory notes; and all documentation, including UCC Financing Statements, PPSA financing statements or any their equivalent required by law or reasonably requested by Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Document to take any action limited by Agreement, Canadian Security Agreement, the foregoingGerman Security Agreement or the Swiss Security Agreement.

Security Documents. (a) The due and punctual payment Subject to the receipt of the principal ofGovernmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, premium all filings and interest on recordings necessary, in the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations opinion of the Company and Administrative Agent, to perfect the Guarantors Liens contemplated to the Holders or be granted to the Collateral Agent under the Note DocumentsSecurity Documents shall have been made, according including a mortgage or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the terms hereof or thereof, shall be secured as provided Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which define are expressly permitted by this Agreement to be prior or (b) for which the terms of Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Security Interests that secure Borrower, duly executed by the Obligations. The Borrower, the Collateral Agent and the Company and applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Holder hereby acknowledge and agree thatBorrower, as further set forth belowduly executed by the Borrower, the Collateral Agent will hold and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral for Agent may reasonably request to create and perfect the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver Liens granted to the Collateral Agent copies of all documents required to be filed pursuant to under the Security Documents, and will do or cause ; and (v) such other evidence as the Collateral Agent may reasonably request to be done all such acts and things as may be reasonably required by establish that the Security Documents, to provide Liens granted to the Collateral Agent the Security Interest in the Collateral contemplated by under the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security are perfected and benefit of this Note secured thereby, according prior to the intent and purposes therein expressedLiens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall security interests contemplated to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors granted to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of Secured Parties under the Security Documents (including shall have been made, and the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time Administrative Agent shall have received evidence satisfactory to time in accordance with their terms and this Note. Subject to the terms of it that the Security Documents, Documents are in full force and effect and the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or any part thereof, as from time to time constituted, so as to render filings which evidence Liens of other Persons in the same available for the security and benefit of this Note secured thereby, according Collateral which are prior to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof Liens granted to the contraryAdministrative Agent in this Agreement, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor other Loan Documents, except for any Guarantor shall such prior Liens (a) which are expressly permitted by this Agreement to be required pursuant to prior or (b) for which the Administrative Agent has received a termination statement; (ii) except as otherwise provided in this Note Agreement, a control agreement for each bank at which the Borrower or any Security Document of its Subsidiaries maintains a deposit account, upon terms and provisions satisfactory to take any action limited the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent and acknowledged by the foregoingdepositary bank to which addressed; (iii) except as otherwise provided in this Agreement, a control agreement for each securities account at which the Borrower or any of its Subsidiaries maintains a securities account, upon terms and provisions satisfactory to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent and acknowledged by the securities intermediary to which addressed; (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents; and (v) such other evidence as the Administrative Agent may request to establish that the Liens granted to the Collateral Agent for the benefit of the Secured Parties in this Agreement, the Security Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. (a) The due Administrative Agent shall have received executed counterparts of a Security Agreement, in form and punctual payment substance reasonably acceptable to the Administrative Agent, dated as of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor, by accelerationtogether with all documents (including share certificates, repurchasetransfers and stock transfer forms, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents notices or any Security Document relating other instruments) required to the grant, validity, enforceability, perfection be delivered or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of filed under the Security Documents (including and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the provisions providing for Security Documents to be effected, given or made in order to establish a valid and perfected first priority security interest in the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time Collateral in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies including: (i) delivery of all documents certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security DocumentsAgreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and will do or cause other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (iv) all applicable Short-Form IP Agreements required to be done all such acts and things as may be reasonably required by provided under the Security DocumentsAgreement, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, each dated as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents Closing Date, duly executed and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited delivered by the foregoingeach applicable Obligor.

Security Documents. The Lender shall have received executed counterparts of each Security Document (a) The due other than the Landlord Consent and punctual payment the Account Control Agreement with respect to the investment accounts of the principal ofBorrower) and each other applicable Loan Document, premium dated as of the date hereof, duly executed and interest on delivered by each Obligor, together with: (i) delivery of all certificates (in the Notes when case of Equity Interests that are securities (as defined in the NYUCC)) evidencing the issued and as outstanding Equity Interests owned by each Obligor that are required to be pledged under the same Security Agreement, which certificates in each case shall be due accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NYUCC), confirmation and payable, whether on an Interest Payment Date, at maturity, evidence reasonably satisfactory to the Lender that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by acceleration, repurchase, redemption or otherwise, the Secured Parties in accordance with Articles 8 and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations 9 of the Company NYUCC and the Guarantors all Laws otherwise applicable to the Holders or perfection of the pledge of such Equity Interests; (ii) financing statements suitable in form for naming each Obligor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Note DocumentsUCC of all jurisdictions as may be necessary or, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms opinion of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything , desirable to perfect the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach security interests of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed Secured Parties pursuant to the Security DocumentsAgreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and will do other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; (iv) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or cause to be done other similar accounts of each Obligor (other than Excluded Deposit Accounts and the investment accounts of the Borrower) are Controlled Accounts; and (v) evidence that all such acts and things as may be reasonably required by the Security Documents, Controlled Accounts are subject to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents one or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedmore Account Control Agreements. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of Each Lender hereby authorizes the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors Administrative Agent to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms enter into each of the Security Interests that secure Documents and to take all actions contemplated thereby. All rights and remedies under the Obligations. The Collateral Security Documents may be exercised by the Administrative Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders and the Collateral other beneficiaries thereof upon the terms thereof. With the consent of the Required Lenders, the Administrative Agent may assign its rights and obligations as Administrative Agent under any of the Security Documents to any Affiliate of the Administrative Agent, and such Affiliate thereafter shall be entitled to (i) all the rights of the Administrative Agent under the applicable Security Document and (ii) all rights hereunder of the Administrative Agent with respect to the applicable Security Document. (b) Notwithstanding anything to the contrary hereinIn each circumstance where, no inaccuracy or breach, as applicable, of under any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority provision of any Security Interest Document, the Administrative Agent shall occurhave the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Administrative Agent under such Security Document, the Administrative Agent shall act in respect of such consent, exercise of remedies, determination or action, as the case may be, with the consent of and no Default or Event of Default or other breach at the direction of the terms hereof or thereunder shall occurRequired Lenders; provided, in either casehowever, as a result that no such consent of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor Required Lenders shall be required pursuant with respect to this Note any consent, determination or other matter that is, in the Administrative Agent's judgment, ministerial or administrative in nature. In each circumstance where any Security Document consent of or direction from the Required Lenders is required, the Administrative Agent shall send to take the Lenders a written notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and the Administrative Agent's proposed course of action with respect thereto. In the event the Administrative Agent shall not have received a response from any Lender within five (5) Business Days after the giving of such notice, such Lender shall be deemed to have agreed to the course of action limited proposed by the foregoingAdministrative Agent.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall Liens contemplated to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors granted to the Holders or the Collateral Agent under the Note DocumentsSecurity Documents shall have been made, according and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the terms hereof or thereof, shall be secured as provided Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which define are expressly permitted by this Agreement to be prior or (b) for which the terms of Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Security Interests that secure Borrower, duly executed by the Obligations. The Borrower, the Collateral Agent and the Company and applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Holder hereby acknowledge and agree thatBorrower, as further set forth belowduly executed by the Borrower, the Collateral Agent will hold and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral for Agent may reasonably request to create and perfect the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver Liens granted to the Collateral Agent copies of all documents required to be filed pursuant to under the Security Documents, and will do or cause ; and (v) such other evidence as the Collateral Agent may reasonably request to be done all such acts and things as may be reasonably required by establish that the Security Documents, to provide Liens granted to the Collateral Agent the Security Interest in the Collateral contemplated by under the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security are perfected and benefit of this Note secured thereby, according prior to the intent and purposes therein expressedLiens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due To secure the full and punctual payment when due and the full and punctual performance of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Holders Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the Note DocumentsFirst Lien Credit Agreement as in effect on Issue Date, according to the terms hereof or thereof, shall be secured as provided secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agenteffect). (b) Notwithstanding anything to the contrary herein, no inaccuracy set forth in clause (a) or breach, as applicable, of any representation, warranty or covenant elsewhere in this Note, the Transaction Documents Indenture or any Security Document relating Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the grantFirst Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, validity, enforceability, perfection or priority of any Security Interest but in no event later than 30 days following the Issue Date. The Company shall occur, and no Default or Event of Default or other breach deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described foregoing obligations in this Section 11.114.03(b) promptly upon the completion thereof. (c) The On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting the a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms and this Note. Subject Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the terms of Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Company Collateral as now or hereafter constituted shall deliver be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Collateral Agent copies Notes in respect of all documents required to be filed pursuant to the Security DocumentsTrustee, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent Agent, the Security Interest Holders and such other secured parties is subject to and qualified and limited in the Collateral contemplated all respects by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedactions that may be taken thereunder. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of the principal and premium, if any, of, premium and interest on on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on (to the Notes extent permitted by law), if any, by the Note Guarantor pursuant to its Guarantee, and the payment and performance of all other Obligations of the Company Note Guarantor under this Indenture and the Guarantors to Security Documents (the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof“Secured Obligations”), shall be secured as provided in the Security Documents, which define the terms Note Guarantor has entered into simultaneously with the execution of this Indenture and will be secured as provided in the Security Interests that secure the ObligationsDocuments hereafter determined as required or permitted by this Indenture. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Each Holder, by accepting the its acceptance of a Note, consents and agrees to the terms of each Security Document (including, without limitation, the Security Documents (including provisions providing for foreclosure, the provisions providing for release of collateral and the provisions providing for the possessionautomatic amendment or waiver of the Security Documents, usein each case, release and foreclosure pursuant to the terms of Collateral) the Intercreditor Agreement), as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms its respective terms, and authorizes and directs the Collateral Agent and the Trustee to enter into this Note. Subject Indenture, the Intercreditor Agreement and, to the terms extent applicable, the Security Documents to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Collateral Agent hereunder shall have only such duties and responsibilities as are explicitly set forth herein, in the Intercreditor Agreement and in the respective Security Documents and no others; provided that the Collateral Agent hereunder shall only take action with respect to or under the Security Documents in accordance with the written instructions of the Security DocumentsTrustee acting on behalf of the Holders, and shall apply any proceeds from the Company enforcement of any security as set forth therein subject in all cases to the Intercreditor Agreement. The provisions of Article 7 hereof relating to the Trustee acting in such capacity shall deliver apply to the Collateral Agent copies of all documents required hereunder to be filed pursuant the extent applicable. In addition, the Issuer and the Note Guarantor, jointly and severally, hereby agree to indemnify the Collateral Agent hereunder on the same basis as their indemnity to the Trustee in Article 7 hereof with respect to actions taken or not taken by it in accordance with this Indenture and the Security Documents, and will . The Note Guarantor shall do or cause to be done done, and the Issuer shall cause the Note Guarantor to do or cause to be done, all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security DocumentsDocuments or the Intercreditor Agreement, to provide assure and confirm to the Collateral Agent the Security Interest security interest in the Collateral contemplated hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Note the Secured Obligations secured therebyhereby, according to the intent and purposes therein herein and ▇▇▇▇▇▇▇ expressed. . The Note Guarantor shall, and the Issuer shall cause the Note Guarantor to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Secured Obligations, valid and enforceable, perfected (dexcept as expressly provided herein or in the Security Documents) Notwithstanding any provision hereof Liens in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the contraryrights of all third Persons, and subject to no other Liens, other than Permitted Liens as provided herein and therein; provided that, the provisions of this Section 11.1 are qualified in their entirety by Collateral Agent’s Lien securing the Secured Obligations shall be subordinated to the extent and pursuant to the terms of this Indenture and, if applicable, the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingIntercreditor Agreement.

Security Documents. (a) The due and punctual payment of On the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Effective Date, at maturityeach Credit Party shall have duly authorized, by acceleration, repurchase, redemption or otherwise, executed and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided delivered a Pledge Agreement in the Security Documentsform of Exhibit F (as modified, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy amended or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documentsthereof and hereof, the Company "Pledge Agreement") and shall deliver have delivered to the Collateral Agent copies Agent, as pledgee thereunder, all of all documents required the Pledged Securities referred to be filed pursuant to therein, endorsed in blank in the Security Documentscase of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and will do or cause to the Pledge Agreement shall be done all such acts in full force and things as may be reasonably required by effect. (b) On the Effective Date, each Credit Party shall have duly authorized, executed and delivered a Security Documents, to provide to the Collateral Agent the Security Interest Agreement in the Collateral contemplated by the Security Documents form of Exhibit G (as modified, amended or any part thereof, as supplemented from time to time constituted, so as to render in accordance with the same available for the security terms thereof and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contraryhereof, the provisions of this Section 11.1 are qualified in their entirety by the terms "Security Agreement") covering all of the Security Documents Agreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic Subsidiaries or a division or operating unit of any such Person as debtor and neither that are filed in the Company nor jurisdictions referred to in clause (A) above, together with copies of such financing statements that name the Borrower or any Guarantor of its Domestic Subsidiaries as debtor (none of which shall cover 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); (C) 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 opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingin full force and effect.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors Issuer to the Holders Holders, the Trustee or the Collateral Agent under this Indenture, the Note Notes and the Security Documents, according to the terms hereof hereunder or thereofthereunder, shall be secured as provided in the Security Documents. The Trustee, which define the Issuer and the Grantor hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Interests that secure the ObligationsDocuments. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Each Holder, by accepting the a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), each as may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms and this Note. Subject Indenture, and authorizes and directs the Trustee and Collateral Agent, if applicable to the terms of enter into the Security Documents, the Company Third Lien Intercreditor Agreement and the Junior Intercreditor Agreement, if any, at any time, if applicable (including by way of joinder thereto), and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any First Lien Obligations of any series or any Security Document. The Issuer shall deliver to the Trustee and the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documentsnext sentence of this Section 12.1, to provide assure and confirm to the Collateral Agent the Security Interest security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Notes secured therebyhereby, according to the intent and purposes therein herein expressed. (d) Notwithstanding any provision hereof to . On or following the contraryIssue Date, the provisions Issuer and the Grantor shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of this Section 11.1 are qualified in their entirety the security interests created or intended to be created by the terms of the Security Documents in the Collateral and neither cause the Company nor Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Guarantor Senior Secured Credit Facility Obligations, no actions shall be required pursuant to this be taken with respect to the perfection of security interests in the Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement. The Issuer and the Grantor shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or any Security Document applicable law in order to take any action limited grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the foregoingSecurity Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of security interests in the Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other Obligations obligations of the Company Issuers and the Guarantors to under this Indenture, the Holders or Notes, the Collateral Agent under Guarantees and the Note Documents, according to the terms hereof or thereof, Security Documents shall be secured as provided in the Security Documents, which define the terms Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Security Interests that secure the Obligations. The Collateral Agent Issuers and the Company and Restricted Subsidiaries) the Holder hereby acknowledge and agree that, as further set forth below, security interest created by the Security Documents in the Collateral Agent will hold (other than with respect to any Collateral the Collateral for security interest in which is not required to be perfected under the benefit of the Noteholders Security Documents) as a perfected security interest subject only to Permitted Liens and the Collateral AgentLiens permitted by Section 4.12. (b) Notwithstanding anything the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the contrary hereinIssue Date and, no inaccuracy with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or breach, as applicable, of any representation, warranty perfected on or covenant in this Note, the Transaction Documents or any Security Document relating prior to the grantIssue Date, validity, enforceability, perfection use commercially reasonable efforts to cause the taking of additional actions required to grant or priority of any Security Interest shall occur, perfect the security interest in the Collateral required to be pledged under this Indenture and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including within 90 days following the provisions providing for Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the possessionIssue Date, use, release and foreclosure but only to the extent such deliverables were provided to the holders of Collateral) as may be the other First-Priority Obligations in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance connection with their terms mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and this Note. Subject the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the terms holders of the Security Documentsother First-Priority Obligations, the Company shall deliver to the Collateral Agent copies (iv) evidence of all documents insurance required to be filed maintained pursuant to the Security DocumentsMortgages and this Indenture, and will do or cause to be done all such acts and things as may be reasonably (v) if required by the Security Documentsapplicable law, to provide flood hazard determination certificates and, if required, notices to the Collateral Agent the Security Interest record owner of any improvements in the Collateral contemplated by the Security Documents or any part thereofa special flood hazard area, as from time to time constituted, so as to render the same available for the security and benefit together with evidence of this Note secured thereby, according to the intent and purposes therein expressedacceptable flood insurance coverage. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company Issuer and the Note Guarantors to the Holders or the Collateral Agent Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereof hereunder or thereofthereunder, shall be secured as provided in the Security Documents, which define the terms of the Security Interests Liens that secure Secured Notes Obligations, subject to the Obligationsterms of any Applicable Intercreditor Arrangement. The Collateral Agent Trustee, the Issuer, Holdings and the Company and the Holder Subsidiary Guarantors hereby acknowledge and agree that, as further set forth below, that the Notes Collateral Agent holds the Collateral Agent will hold the Collateral in trust or otherwise for the benefit of the Noteholders Holders, the Trustee and the Notes Collateral Agent. (b) Notwithstanding anything Agent and pursuant to the contrary hereinterms of the Security Documents and any Applicable Intercreditor Arrangement, no inaccuracy and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or breachother documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, as applicablespecifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of any representation, warranty or covenant in this NoteIndenture, the Transaction Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Document relating Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to the grant, validityperfect, enforceabilityregister, perfection or priority novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of any Security Interest shall occurattorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, and no Default or Event if not, to carry out the proper legalization process in order for such power of Default or other breach of the terms hereof or thereunder shall occur, attorney to be valid in either case, as a result of the collateral agency described in this Section 11.1. (c) The Spain). Each Holder, by accepting the a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms and this Note. Subject Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the terms enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant modification, amendment, renewal or replacement or any other document related to the Security DocumentsDocuments expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the Security Documentsnext sentence of this Section 12.01, to provide assure and confirm to the Notes Collateral Agent the Security Interest security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Notes secured therebyhereby, according to the intent and purposes therein herein expressed. . The Issuer and the Note Guarantors shall, at their sole expense, take all actions (dincluding filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) Notwithstanding any provision hereof that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the contrarycreation, perfection and priority (or continuance thereof) of the provisions of this Section 11.1 are qualified in their entirety security interests created or intended to be created by the terms of Security Documents in the Collateral. Such security interests will be created under the Security Documents and neither other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Company nor Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any Guarantor deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to this Note or any Security Document to take any action limited by the foregoingApplicable Intercreditor Agreement.

Security Documents. Each Lender (aon behalf of itself and for its Affiliates that may be Secured Interest Rate Hedge Providers) The due and punctual payment of each other Secured Party (as applicable and other than the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or Collateral Agent) hereby further authorizes the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms on behalf of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders applicable Secured Parties, to be the agent for and representative of the applicable Secured Parties with respect to the Collateral and the applicable Security Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Obligor, the Collateral Agent and each Lender (on behalf of itself and for its Affiliates that may be Secured Interest Rate Hedge Providers) and each other Secured Party (as applicable and other than the Collateral Agent) hereby agrees that (a) no Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent and (b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicableagent for and representative of the applicable Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of any representation, warranty bidding and making settlement or covenant in this Note, payment of the Transaction Documents purchase price for all or any Security Document relating portion of the Collateral sold at any such public sale, to use and apply any of the grant, validity, enforceability, perfection or priority Obligations as a credit on account of the purchase price for any Security Interest shall occur, and no Default or Event of Default collateral payable by a Collateral Agent at such sale or other breach disposition. Notwithstanding any other provision of the terms hereof or thereunder shall occurLoan Documents, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company no event shall deliver to the Collateral Agent copies of all documents be required to foreclose on, take action with respect to or take possession of, the Collateral, if, in the reasonable judgment of the Collateral Agent, such action would be filed pursuant to the Security Documentsin violation of any applicable law, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to if the Collateral Agent the Security Interest reasonably believes that such action would result in the Collateral contemplated incurrence of costs, expenses or liabilities by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available Collateral Agent for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety which it is not fully indemnified by the terms of Borrower or the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingSecured Parties.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuers pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other Obligations obligations of the Company Issuers and the Subsidiary Guarantors to under this Indenture, the Holders or Notes, the Collateral Agent under Subsidiary Guarantees and the Note Documents, according to the terms hereof or thereof, Security Documents shall be secured as provided in the Security Documents, which define the terms Issuers and the applicable Subsidiary Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Security Interests that secure the Obligations. The Collateral Agent Issuers and the Company and Restricted Subsidiaries) the Holder hereby acknowledge and agree that, as further set forth below, security interest created by the Security Documents in the Collateral Agent will hold (other than with respect to any Collateral the Collateral for security interest in which is not required to be perfected under the benefit of the Noteholders Security Documents) as a continuing perfected security interest subject only to Permitted Liens and the Collateral AgentLiens permitted by Section 4.12. (b) Notwithstanding anything the foregoing, the Issuers shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Collateral) on or prior to the contrary hereinIssue Date and, no inaccuracy with respect to any Collateral (other than Excluded Collateral) for which security interests have not been granted or breach, as applicable, of any representation, warranty perfected on or covenant in this Note, the Transaction Documents or any Security Document relating prior to the grantIssue Date, validityuse commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date, enforceability, perfection unless extended by the Collateral Agent or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of administrative agent under the collateral agency described in this Section 11.1Credit Agreement. (c) The HolderIn the event that mortgages are not in place on owned real properties (other than Excluded Collateral) to be mortgaged as security for the Notes, by accepting the Noteif any, consents and agrees on or prior to the terms Issue Date, the Issuers shall use commercially reasonable efforts to cause second-priority mortgages to be recorded with respect to the owned real properties of the Security Documents Issuers and the Subsidiary Guarantors (including the provisions providing for the possession, use, release and foreclosure of other than Excluded Collateral) as may be if any, and, where applicable, to obtain title insurance policies insuring the second-priority mortgages on the properties, in effect or may be amendedeach case, restatedsubject to local law limitation in granting of security to more than one secured party, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to within 90 days following the terms of the Security DocumentsIssue Date, the Company shall deliver to unless extended by the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment A copy of each of the principal offollowing security documents (the Pre-Closing Transaction Security Documents) executed by the Parent and the Company, premium together with customary deliverables: (i) a Cayman law governed first ranking share mortgage to be entered into by the Parent and interest on the Notes when and as Security Agent in relation to the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on creation of security over all the overdue principal of, premium and interest on the Notes and performance of all other Obligations of shares in the Company and the Guarantors completion of any perfection or other requirements in respect to such security; (ii) a Cayman or English law governed first ranking assignment agreement to be entered into by the Parent and the Security Agent in relation to assignment of any intercompany loans made to the Holders Company by the Parent and the completion of any perfection or the Collateral Agent under the Note Documents, according other requirements in respect to the terms hereof such security; (iii) a Cayman or thereof, shall English law governed first ranking all asset security to be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and entered into by the Company and the Holder hereby acknowledge and agree that, as further set forth below, Security Agent in relation to the Collateral Agent will hold the Collateral for the benefit creation of security over all of the Noteholders assets of the Company (including assignment of rights under the Transaction Agreement and intercompany loans granted by the Collateral AgentCompany to its subsidiaries). (biv) Notwithstanding anything a Cayman law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the contrary herein, no inaccuracy or breach, as applicable, creation of any representation, warranty or covenant in this Note, security over all the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest shares in the Collateral contemplated by General Partner and all limited partnership interests in the Security Documents or any part thereofPartnership, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and provided that neither the Company General Partner nor any Guarantor the Partnership shall be required pursuant to this Note sign or deliver any Security Document to documents, notices, instruments, deliverables or take any action limited steps prior to Closing Date (as a condition precedent or otherwise), and any perfection or other requirements involving the General Partner or the Partnership shall be a condition subsequent to be completed after the Closing Date; (v) a signed and undated US law governed first ranking share mortgage to be entered into by the foregoingCompany and the Security Agent in relation to the creation of security over all the shares in Chindex US provided that Chindex US shall not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), and any perfection or other requirements involving Chindex US shall be a condition subsequent to be completed after the Closing Date; and (vi) a signed and undated Cayman law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the creation of security over all the shares in HHH Inc., provided that HHH Inc. shall not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), and any perfection or other requirements involving HHH Inc. shall be a condition subsequent to be completed after the Closing Date.

Security Documents. (a) The due and punctual payment of Each Lender hereby further authorizes Administrative Agent to enter into the principal of, premium and interest on the Notes when and Security Documents as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwisesecured party, and interest to accept the Subsidiary Guaranty, in each case on the overdue principal of, premium behalf of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents Lenders and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety bound by the terms of the Security Documents and neither the Company nor Subsidiary Guaranty; PROVIDED that Administrative Agent shall not enter into or consent to any Guarantor shall amendment, modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders (or such greater number of Lenders as might be required pursuant under Section 10.6); PROVIDED FURTHER, that anything in this Agreement or the other Loan Documents to this Note the contrary notwithstanding: (i) Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or any Security Document further consent from the Lenders, from time to time to take any action limited with respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the foregoingCommitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; (c) constituting property in which any Obligor owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) consisting of an instrument evidencing Indebtedness if the Indebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject to subsection 10.6. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 9.6.

Security Documents. (a) The In order to secure the due and punctual payment of the principal of, premium and interest on the Notes Notes, when and as the same shall be due and payable, whether on an Interest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law) on the Notes and performance of all other Obligations of Note Obligations, (i) the Company Issuer and the Subsidiary Guarantors to have, on the Holders or Issue Date simultaneously with the execution and delivery of this Indenture, entered into Collateral Documents granting the Notes Collateral Agent under the Note Documentsa Lien, according subject only to the terms hereof or thereofPermitted Liens, shall be secured on all property and assets (except as provided in the Security Documents, which define Intercreditor Agreement) that are subject to a Lien securing any Senior Obligations and (ii) the terms of the Security Interests that secure the Obligations. The Collateral Agent Issuer and the Company and the Holder hereby acknowledge and Subsidiary Guarantors agree that, unless a Collateral Release Event has occurred, they will take all such action as further set forth belowshall be required to ensure that the Note Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on all assets (except as provided in the Intercreditor Agreement) that in the future are subjected to a Lien to secure the Partnership’s existing and future Senior Obligations, which Lien shall be pursuant to documentation in form substantially similar to the documentation granting the Lien securing the relevant Senior Obligations, except as otherwise contemplated by the Intercreditor Agreement and except for differences consistent with the forms of Collateral Agent will hold Documents and entered into on the Collateral for the benefit of the Noteholders and the Collateral AgentIssue Date. (b) Notwithstanding anything This Indenture and the Notes Collateral Documents (other than the Intercreditor Agreement) are subject to the contrary hereinterms, no inaccuracy or breachlimitations and conditions set forth in the Intercreditor Agreement. Each Holder of Notes, as applicable, by its acceptance of any representation, warranty or covenant in this a Note, the Transaction Documents or any Security Document relating is deemed to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, have consented and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees agreed to the terms of the Security Documents (including the provisions providing for the possessioneach Notes Collateral Document, use, release and foreclosure of Collateral) as may be originally in effect or may be and as amended, restated, supplemented or otherwise modified replaced from time to time in accordance with their its terms and this Note. Subject to or the terms of the Security DocumentsIndenture or the Intercreditor Agreement, to have authorized and directed the Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant enter into the Notes Collateral Documents to the Security Documentswhich it is a party, and will do or cause to be done all such acts have authorized and things as may be reasonably required by empowered the Security Documents, to provide to the Notes Collateral Agent and (through the Security Interest Intercreditor Agreement) the Controlling Agent to bind the Holders of Notes and other holders of Senior Obligations as set forth in the Collateral contemplated by the Security Documents or any part thereofto which they are a party and to perform its obligations and exercise its rights and powers thereunder, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety including entering into amendments permitted by the terms of the Security Documents and neither Indenture, the Company nor Intercreditor Agreement or the Collateral Documents. To the extent that any Guarantor shall be required pursuant to provision of this Note Indenture or any Security Collateral Document is not consistent with or contradicts the Intercreditor Agreement, the Intercreditor Agreement will govern. (c) Any Person which, after the Issue Date, becomes a Subsidiary Guarantor under this Indenture, shall, upon becoming a Subsidiary Guarantor under this Indenture, become a party to take any action limited by each applicable Collateral Document (on terms and conditions substantially the foregoingsame as the then current Collateral Documents) with respect to the assets or property of such Person that are Collateral, unless a Collateral Release Event has occurred.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Guarantors Issuers to the Holders of Notes or the Collateral Agent Trustee under this Indenture and the Note DocumentsNotes, according to the terms hereof hereunder or thereofthereunder, shall be are secured as provided in the Security DocumentsDocuments which the Issuers and the Guarantors have entered into simultaneously with the execution of this Indenture, which define subject to the terms of the Security Interests that secure the ObligationsIntercreditor Agreement. The Collateral Agent and the Company and the Each Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The HolderNotes, by accepting the Noteits acceptance thereof, consents and agrees to the terms of the Security Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their its terms and this Note. Subject authorizes and directs the Collateral Agent to the terms of enter into the Security Documents, the Company Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent Agent) copies of all documents required delivered to be filed the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documentsnext sentence of this Section 10.01, to provide assure and confirm to the Trustee and the Collateral Agent the Security Interest security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Notes secured therebyhereby, according to the intent and purposes therein herein expressed. (d) Notwithstanding . The Issuers shall take, and shall cause their Restricted Subsidiaries to take, any provision hereof and all actions reasonably required to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of cause the Security Documents to create and neither maintain, as security for the Company nor Obligations of the Issuers hereunder, a valid and enforceable perfected second-priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, second in priority (subject to Permitted Liens) to any Guarantor shall be required pursuant and all security interests at any time granted in the Collateral to this Note or any Security Document to take any action limited by the foregoingsecure Credit Agreement Obligations.

Security Documents. (a) The due 3.1 An amended and punctual payment restated cession in security and pledge in favour of the principal ofLenders governed by the laws of South Africa by the Borrower in respect of the shares and loan claims held by it in the Original Guarantors incorporated in South Africa including the delivery of any and all documents required in connection with such Security which shall include share certificates, premium signed and undated transfer forms in blank as to transferee and resolutions by the board of directors of the relevant member of the Group whose shares are given as Transaction Security and resolving to give effect to any transfer of such shares following enforcement of such Transaction Security (as amended pursuant to the provisions of this Agreement). 3.2 An amended and restated cession in security and pledge in favour of the Lenders governed by the laws of South Africa by African Rainbow Minerals Gold Limited in respect of the shares and loan claims held by it in respect of the Original Guarantors incorporated in South Africa including the delivery of any and all documents required in connection with such Security which shall include share certificates, signed and undated transfer forms in blank as to transferee and resolutions by the board of directors of the relevant member of the Group whose shares are given as Transaction Security and resolving to give effect to any transfer of such shares following enforcement of such Transaction Security (as amended pursuant to the provisions of this Agreement). 3.3 The Australian-law governed document entitled “Specific security and featherweight security deed – Aurora Gold Ltd” between Aurora Gold Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold Limited grants a security interest on in respect of its shareholding in Aurora Gold (Wafi) Proprietary Limited and Harmony Gold (PNG Services) Proprietary Limited, as varied by the Notes when document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the same shall be due transactions contemplated by this Agreement. 3.4 The PNG-law governed document entitled “Mortgage over shares and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, floating charge – Aurora Gold (Wafi) Proprietary Limited” between Aurora Gold (Wafi) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold (Wafi) Proprietary Limited grants a security interest on the overdue principal of, premium and interest on the Notes and performance in respect of all other Obligations of the Company its shareholding in Wafi Mining Limited and the Guarantors benefit of any shareholder loans payable by that company, as varied by the document titled “Deed of variation and confirmation of PNG Securities – Harmony Gold Mining” dated 5 February 2015 and as further amended or varied pursuant to the Holders or transactions contemplated by this Agreement. 3.5 The Australian-law governed document entitled “Featherweight security deed – Aurora Gold (Wafi) Proprietary Limited” between Aurora Gold (Wafi) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold (Wafi) Proprietary Limited grants a security interest in the Featherweight Collateral (as defined therein), as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.6 The PNG-law governed document entitled “Mortgage over shares and floating charge – Harmony Gold (PNG Services) Proprietary Limited” between Harmony Gold (PNG Services) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Harmony Gold (PNG Services) Proprietary Limited grants a security interest in respect of its shareholding in Morobe Exploration Limited and Morobe Consolidated Goldfields Limited and the benefit of any shareholder loans payable by those companies, as varied by the document titled “Deed of variation and confirmation of PNG Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.7 The Australian-law governed document entitled “Featherweight security deed – Harmony Gold (PNG Services) Proprietary Limited” between Harmony Gold (PNG Services) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Harmony Gold (PNG Services) Proprietary Limited grants a security interest in the Featherweight Collateral (as defined therein), as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.8 The agreement entitled Harmony Security Trust Deed, dated 21 September 2011 between the financial institutions listed in part I of schedule 1 of that document (as Original USD Lenders), the financial institutions listed in part II of schedule 1 of that document (as Original ZAR Lenders) and Nedbank Limited (as USD Facility Agent, ZAR Facility Agent under and Security Trustee), as amended pursuant to a side letter dated 20 December 2013 and as further altered and restated pursuant to the Note Documentsdocument titled “Coordination Deed – Harmony Security Trust Deed”, according dated 5 February 2015. 3.9 All documents and evidence required, pursuant to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of any of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit Documents to be delivered promptly upon execution of the Noteholders and the Collateral Agent. (b) Notwithstanding anything such Security Document or otherwise prior to the contrary hereinfirst Utilisation Date. Such documents and evidence include originals of all required notices, no inaccuracy or breach, as applicable, of any representation, warranty or covenant share certificates and blank share transfer forms.All filings and registrations in this Note, the Transaction Documents or any Security Document relating relation to the grantSecurity Documents that are required and capable of being made under applicable laws, validity, enforceability, perfection or priority of any Security Interest shall occur, including the registration with the Australian Securities and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms Investment Commission of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedwhere relevant). (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. The Issuers shall have furnished to the Initial Purchasers the Security Documents duly executed by the respective Grantors party thereto, together with: (aA) The due proper financing statements, each in the form to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral and punctual payment naming the Secured Party as secured party, which financing statements shall be so filed on the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by the Security Documents; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the jurisdictions referred to in Section 9(a)(xiv)(A) that name any of the principal ofMajestic Entities as debtor, premium and interest on the Notes when and as the same together with copies of such financing statements (none of which shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or cover the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided described in the Security Documents); (D) copies of duly executed payoff letters, which define UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the terms Initial Purchasers evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Indenture and the Security Interests that secure the Obligations. The Collateral Agent Documents), and the Company each such payoff letter, release and the Holder hereby acknowledge termination shall be in full force and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agenteffect. (bE) Notwithstanding anything bailee letters and landlord waivers, in form and substance reasonably satisfactory to the contrary hereinInitial Purchasers, no inaccuracy executed by the Issuers or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating appropriate Grantors for delivery to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach each of the terms hereof or thereunder shall occur, persons specified in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents as holding Collateral; (including F) the provisions providing for the possession, use, release original membership interest certificates and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject stock certificates pledged to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed Secured Party pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (G) mortgages (including vessel mortgages and will do or cause ship mortgages), assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchasers, to be done recorded on the Closing Date in all such acts and things as jurisdictions that may be reasonably required deemed necessary or desirable in order to perfect the liens created by the Security Documents, covering the Collateral, which mortgages, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchasers in the Initial Purchasers' reasonable discretion to provide issue one or more lender's policies of title insurance insuring the liens created by the Security Documents, subject only to those title matters and exceptions approved by the Initial Purchasers, together with fully executed reinsurance agreements in form and substance approved by the Initial Purchasers, providing for reinsurance in the amounts required by the Initial Purchasers with title insurance companies approved by the Initial Purchasers; and (I) any other documents required to be delivered to the Collateral Agent Secured Party pursuant to the Security Interest in Documents and reasonable evidence that all other actions necessary or desirable to perfect and protect the Collateral contemplated Liens created by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedhave been taken. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. The Administrative Agent shall have received (ai) The due the Security Agreement and punctual payment the Cayman Security Document in form and substance reasonably acceptable to the Administrative Agent, dated as of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor and (ii) all documents (including share certificates, by accelerationtransfers and stock transfer forms or certificates, repurchasenotices, redemption proxies or otherwisepowers of attorney, directors letters of resignation and interest on the overdue principal ofauthorization, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documentsundertakings, according to the terms hereof or thereofdeeds, shall be secured as provided in the Security Documentsletters, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents resolutions or any Security Document relating other instruments) required to the grant, validity, enforceability, perfection be delivered or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of filed under the Security Documents (including and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the provisions providing for Security Documents to be effected, given or made in order to establish a valid and perfected first priority security interest in the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time Collateral in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies including: (i) delivery of all documents certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security DocumentsAgreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and will do or cause other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4900-8142-0056v.28" "" 4900-8142-0056v.28 (iv) all applicable Short-Form IP Security Agreements required to be done all such acts and things as may be reasonably required by provided under the Security DocumentsAgreement, to provide each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. Each of the Relevant Parties hereby confirms its consent to the novation of the Principal Agreement and each Master Swap Agreement, and of the rights and obligations of the Outgoing Borrower thereunder, by the Outgoing Borrower in favour of the New Borrower on the terms and conditions set out in, and to the amendments to the Principal Agreement and each Master Swap Agreement (as the case may be) contained in, this Agreement and to the release of the Existing Security Documents, and agrees that: (a) The due the Security Documents to which such Relevant Party is a party and punctual payment the obligations of the principal relevant Relevant Party thereunder, shall remain and continue in full force and effect notwithstanding the said novation of, premium and interest on the Notes when amendments to, the Principal Agreement and each Master Swap Agreement (as the same shall be due case may be), contained in this Agreement and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations release of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Existing Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent.; (b) Notwithstanding anything with effect from the Effective Date the New Borrower shall be and is hereby substituted in place of the Outgoing Borrower as a "Borrower" in the Security Documents to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction which such Relevant Party is a party and such Security Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occurhenceforth be construed and treated, and no Default or Event of Default or other breach each Relevant Party which is a party thereto shall be bound by such Security Documents, in all respects as if the New Borrower was a Borrower instead of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1.Outgoing Borrower; and (c) The Holder, by accepting with effect from the Note, consents and agrees to the terms of Effective Date: (i) references in the Security Documents to which such Relevant Party is a party to "the Agreement" or "the Loan Agreement" (including the provisions providing for the possession, use, release and foreclosure of Collateralor equivalent or similar references) as may shall henceforth be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject references to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, Principal Agreement as novated and will do or cause to be done all such acts amended by this Agreement and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as hereafter amended and shall also be deemed to render include this Agreement and the same available for obligations of the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed.Borrowers hereunder; and (dii) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified references in their entirety by the terms of the Security Documents to which such Relevant Party is a party to the "ABB Master Swap Agreement", the "HSH Master Swap Agreement" and neither the Company nor any Guarantor "Master Swap Agreements" or either of them (or equivalent or similar references) shall henceforth be required pursuant references to such documents as novated and amended by this Note or any Security Document Agreement and as from time to take any action limited by time hereafter amended and shall also be deemed to include this Agreement and the foregoingobligations of the Borrowers hereunder.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall security interests contemplated to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors granted to the Holders or Administrative Agent and the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define including the terms mortgages and deeds of the Security Interests that secure the Obligations. The Collateral Agent trust referred to in Section 4.3(j) below, shall have been made, and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Administrative Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything shall have received evidence satisfactory to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of it that the Security Documents (including are in full force and effect and the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit filings which evidence Liens of this Note secured thereby, according other Persons in Collateral acquired subsequent to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof Refinancing Term Loan Disbursement Date which are prior to the contraryLiens granted to the Administrative Agent in this Agreement, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor other Loan Documents, except for any Guarantor shall such prior Liens (a) which are expressly permitted by this Agreement to be required pursuant prior or (b) for which the Administrative Agent has received a termination statement; (ii) such other documents, instruments and agreements as the Administrative Agent may reasonably request to this Note create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Document Documents and the other Loan Documents; and (iii) such other evidence as the Administrative Agent may request to take establish that the Liens granted to the Administrative Agent or any action limited Lender in this Agreement, the Security Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by the foregoingthis Agreement to be prior.

Security Documents. Borrower, HSCHC and each Restricted Domestic Subsidiary of Borrower (aother than IRIC) The due shall have duly authorized, executed and punctual payment delivered an Amended and Restated Security Agreement in substantially the form of the principal ofEXHIBIT 5.1(b)(ii) (as modified, premium 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 supplemented or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors amended from time to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth belowtime, the Collateral Agent will hold the Collateral for the benefit of the Noteholders "SECURITY AGREEMENT") and shall have delivered to the Collateral Agent., all the Pledged Securities and Pledged Intercompany Notes referred to therein then owned, if any, by Borrower, (x) endorsed in blank in the case of promissory notes constituting Pledged Securities and (y) together with executed and undated stock powers, in the case of Capital Stock constituting Pledged Securities and the other documents and instruments required to be delivered under the Security Agreements together with: (bA) Notwithstanding anything to proper financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default UCC or other breach appropriate filing offices of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) each jurisdiction as may be necessary or, in effect the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by the Security Agreement; (B) copies of Requests for Information or may be amendedCopies (Form UCC-1), restatedor equivalent reports, supplemented listing all effective financing statements or otherwise modified from time similar notices that name Borrower or its Restricted Domestic 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 time in accordance clause (i), together with their terms and this Note. Subject copies of such other financing statements (none of which shall cover the Collateral except to the terms extent evidencing Permitted Liens or for which Administrative Agent shall have received satisfactory evidence of the Security Documentsrelease); (C) such amendments, the Company shall deliver modifications or supplements to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things Pledged Intercompany Notes as may be reasonably required requested by Administrative Agent, each such amendment, modification or supplement to be in a form satisfactory to Administrative Agent; and (D) all other actions as may be necessary or, in the opinion of Administrative Agent, desirable to perfect (or be in a position to perfect by the filing of financing statements) the security interests intended to be created by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgreement. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (aA) The due and punctual payment of In order to secure the principal ofSecured Obligations, premium and interest (i) the Pledgor, on the Notes when Issue Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Trustee a Lien, subject only to Permitted Liens, on the Collateral and (ii) the Company agrees that it will take all such action as the same shall be due and payablereasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, whether on an Interest Payment Datesubject only to Permitted Liens, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofCollateral, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured except as provided in the Security Documents, which define otherwise permitted by the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agentthis Indenture. (bB) Notwithstanding anything to the contrary hereinEach Holder of Notes, no inaccuracy or breach, as applicable, by its acceptance of any representation, warranty or covenant in this a Note, the Transaction Documents or any Security Document relating is deemed to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, have consented and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees agreed to the terms of the Security Documents (including the provisions providing for the possessionPledge Agreement, use, release and foreclosure of Collateral) as may be originally in effect or may be and as amended, restated, supplemented or otherwise modified replaced from time to time in accordance with their its terms and this Note. Subject to or the terms of the Security Documentsthis Indenture, the Company shall deliver to have authorized and directed the Collateral Agent copies of all documents required Trustee to be filed pursuant to enter into the Security DocumentsPledge Agreement, and will do or cause to be done all such acts have authorized and things as may be reasonably required by the Security Documents, to provide to empowered the Collateral Agent Trustee to bind the Security Interest Holders of Notes as set forth in the Collateral contemplated by the Security Documents or any part thereofPledge Agreement and to perform its obligations and exercise its rights and powers thereunder, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety including entering into amendments permitted by the terms of the Security Documents and Indenture or the Pledge Agreement. (C) Notwithstanding anything to the contrary set forth in this Indenture or in any other Collateral Document, neither the Company Trustee nor any Guarantor the Collateral Agent shall be required responsible for the existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent or the Collateral Trustee pursuant to the this Note Indenture or the Pledge Agreement or the other Collateral Documents or (ii) enable the Collateral Trustee to exercise and enforce its rights under this Indenture or the Pledge Agreement or the other Collateral Documents with respect to such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any Security Document security interest created in the Collateral or the perfection and priority of such security interest. (E) Within 60 days of the Issue Date (or such later date agreed to take any action limited by the foregoingCollateral Trustee in its sole discretion), the Company will cause the Mortgagor to deliver to the Collateral Trustee under the Collateral Trustee Agreement Mortgages encumbering the Mortgaged Property and deliver to the Collateral Trustee an Opinion of Counsel of K▇▇▇ ▇▇▇▇▇▇ LLP, dated on or before the date of the Mortgages, and covering matters customary in similar transactions, in a form and substance reasonably satisfactory to the Collateral Trustee under the Collateral Trust Agreement.

Security Documents. (a) The As security for the timely repayment of the Loan and the due and punctual payment and performance of this Agreement and all other indebtedness, liabilities and obligations of each of the principal ofBorrowers to the Lender under, premium arising out of or from this Agreement or any other agreement, both present and interest on the Notes when and as the same shall be due and payablefuture direct or indirect, whether on an Interest Payment Dateabsolute or contingent, at maturity, by acceleration, repurchase, redemption matured or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth belowhowsoever arising, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company Borrowers shall deliver to the Collateral Agent copies of all documents required to be filed pursuant Lender on or before the Advance Date (unless otherwise indicated) the following documents, each in form and content satisfactory to the Security DocumentsLender: (a) a general security agreement by each Borrower in favour of the Lender creating a first charge over all present and after-acquired property, assets and will do or cause to be done all undertaking of such acts and things as may be reasonably required by the Security Documents, to provide Borrower subject only to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding Permitted Encumbrances; provided that notwithstanding any provision hereof herein to the contrary, the provisions Lender shall forthwith provide a written release and execute and deliver all documents necessary or desirable to release the charge over the assets and undertaking of this Section 11.1 are qualified TPC in their entirety by and to the terms Eagles Nest Oilsands Assets upon the sale of the Security Documents Eagles Nest Oilsands Assets in accordance with the Initial Order; (b) an assignment to the Lender of the rights, benefits and neither interest of each Borrower in and to the Company nor any Guarantor Insurance and all proceeds resulting therefrom, together with a certificate of insurance from the insurers in form and content satisfactory to the Lender showing that all proceeds arising from such Insurance shall be required pursuant payable to this Note the Lender; and (c) such other documents, agreements, instruments, undertakings and assurances as the Lender or any the Lender’s Counsel, acting reasonably, may deem necessary or advisable in connection with, relating to or arising from or to give effect to or better assure the foregoing Security Document to take any action limited by the foregoingDocuments.

Security Documents. (a) The due Administrative Agent shall have received executed counterparts of a Security Agreement, in form and punctual payment substance reasonably acceptable to the Administrative Agent, dated as of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor, by accelerationtogether with all documents (including share certificates, repurchasetransfers and stock transfer forms, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents notices or any Security Document relating other instruments) required to the grant, validity, enforceability, perfection be delivered or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of filed under the Security Documents (including and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the provisions providing for Security Documents to be effected, given or made in order to establish a valid and perfected first priority security interest in the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time Collateral in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies including: (i) delivery of all documents certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security DocumentsAgreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and will do or cause other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (iv) all applicable Short-Form IP Security Agreements required to be done all such acts and things as may be reasonably required by provided under the Security DocumentsAgreement, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, each dated as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents Closing Date, duly executed and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited delivered by the foregoingeach applicable Obligor.

Security Documents. (a) The due and punctual payment of On or prior to the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors amendments to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including shall have been duly executed and delivered by the provisions providing for the possessionrespective parties thereto and, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject except to the terms of the Security Documentsextent previously provided, the Company there shall deliver have been delivered to the Collateral Agent copies with respect to such Security Documents (i) certificates representing all Pledged Securities (if certificated), together with executed and undated stock powers and/or assignments in blank, (ii) appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Collateral Agent's sole discretion, to grant to the Collateral Agent a perfected first priority Lien in such Collateral superior to and prior to the rights of all third persons other than the holders of Prior Liens and subject to no other Liens except those expressly permitted by the applicable Security Document, (iii) UCC, judgment and tax lien search reports listing all effective financing statements or comparable documents required which name any applicable Credit Party as debtor and which are filed in those jurisdictions in which any of such Collateral is located and the jurisdictions in which any applicable Credit Party's principal place of business is located in the United States, none of which shall encumber such Collateral covered or intended or purported to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required covered by the Security Documents, to provide (iv) unless waived by the Collateral Agent, to the extent inventory is maintained on leased premises, agreements from the respective landlords of such of the Real Property which is being leased by any Credit Party confirming that such landlords have subordinated their landlord liens in such Credit Party's personal property to the security interests held by Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according pursuant to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the applicable Security Documents and neither the Company nor any Guarantor shall be required that such landlords will provide Collateral Agent with reasonable access to such facilities to exercise Collateral Agent's remedies pursuant to this Note or any such applicable 47 -41- Security Documents, and (v) evidence of the completion of all recordings and filings of each such Security Document and delivery of such other security and other documents as may be necessary or, in the opinion of Collateral Agent, desirable to take any action limited perfect the Liens created, or purported or intended to be created, by the foregoingsuch Security Documents.

Security Documents. (a) The due and punctual payment of the principal ofprincipal, premium of premium, if any, and interest on the Notes Securities and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium premium, if any, and interest on the Notes Securities and the Guarantees and performance of all other Obligations obligations of the Company and the Guarantors to the Holders holders of Securities or the Collateral Agent Trustee under this Indenture and the Note DocumentsSecurities, according to the terms hereof hereunder or thereofthereunder, shall be are secured as provided in the Security Documents, Documents which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit certain of the Noteholders and Restricted Subsidiaries have entered into simultaneously with the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, execution of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority Indenture. Each Holder of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The HolderSecurities, by accepting the Noteits acceptance thereof, consents and agrees to the terms of the Security Documents (including including, without limitation, the provisions providing for the possession, use, any foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their its terms and this Note. Subject authorizes and directs the Collateral Agent to the terms of enter into the Security Documents, the Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent Agent) copies of all documents required delivered to be filed the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, next sentence of this Section 11.1 to provide ensure and confirm to the Trustee and the Collateral Agent Agent, the Security Interest security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Securities and the Guarantees secured therebyhereby, according to the intent and purposes therein herein expressed. (d) Notwithstanding . The Company shall take any provision hereof and all actions reasonably required to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of cause the Security Documents to create and neither maintain, as security for the obligations of the Company nor any Guarantor shall be required pursuant to this Note or any hereunder, a valid and enforceable perfected Lien in and on all of the Collateral, in favor of the applicable Collateral Agent for the benefit of the Holders of Securities, with such priority as provided for in the applicable Security Document to take any action limited by the foregoingDocuments.

Security Documents. (a) The due At any time after the execution and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or delivery thereof, shall be secured as provided in the Security Documents, which define the terms any of the Security Interests that secure Documents shall cease to be in full force and effect in accordance with the Obligations. The Collateral terms thereof or shall cease to give Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a first priority perfected security interest (subject to Permitted Liens) in, and Lien on, all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent. (b) Notwithstanding anything , superior to and prior to the contrary herein, rights of all third Persons and subject to no inaccuracy other Liens (except to the extent expressly permitted herein or breach, as applicable, therein); or any Credit Party shall default in the due performance or observance of any representationterm, warranty covenant or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required agreement on its part to be filed performed or observed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor such default shall continue beyond any Guarantor shall be required grace period specifically applicable thereto pursuant to the terms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Note Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Required Lenders, and at the direction of the Required Lenders shall, take one or more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with this Agreement shall forthwith become due and payable without any Security Document other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to take be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any action limited kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the foregoingLenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to pay (and Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such additional amount of cash, to be held as security by Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (g) or (h) of this Section shall occur, the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (A) or (B) above, shall occur automatically without the giving of any such notice. Promptly following the making of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the effect of such declaration.

Security Documents. The Administrative Agent shall have received the following: (ai) The due the Pledge Agreement, Security Agreement and punctual payment Subsidiary Guarantee Agreement, duly executed and delivered by the respective Loan Parties party thereto; (ii) the New Mortgage, duly executed and delivered by the Borrower in recordable form (in such number of copies as the Administrative Agent shall have requested), with appropriate metes and bounds descriptions attached thereto (and the Borrower hereby authorizes the Administrative Agent to deliver the New Mortgage to a title company or other Person for recording in the appropriate land offices for the properties covered thereby); (iii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the principal ofBorrower, premium and interest on together with all attachments contemplated thereby, including the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance results of all other Obligations a search of the Company Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided Subsidiaries in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral jurisdictions contemplated by the Security Documents Perfection Certificates and copies of the financing statements (or any part thereof, as from time to time constituted, so as to render the same available for the security similar documents) disclosed by such search and benefit of this Note secured thereby, according evidence reasonably satisfactory to the intent and purposes therein expressed.Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (div) Notwithstanding any provision hereof with respect to each Mortgaged Property subject to the contraryLien of the Existing Mortgage, an endorsement by the respective title company of the policies of title insurance issued on the “Closing Date” under the Existing Credit Agreement with respect to the Lien of the Existing Mortgage, insuring the validity and priority of the Liens created under the Existing Mortgage for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent. In addition, the provisions Borrower shall have paid to the title company referred to in clause (iv) above all expenses and premiums of this Section 11.1 are qualified such title company in their entirety by connection with the terms issuance of such endorsement, and shall have delivered evidence of such payment to the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingAdministrative Agent.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The due the Security Agreement, duly executed and punctual payment of delivered by the principal ofBorrower, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all each other Obligations of the Company Loan Party and the Guarantors to Administrative Agent, (b) certificates, if any, representing the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the terms Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAdministrative Agent, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Collateral Agent. (bLenders and dated the Closing Date) Notwithstanding anything of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the contrary hereinAdministrative Agent, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document covering such other matters relating to the grantLoan Parties, validity, enforceability, perfection this Agreement or priority of any Security Interest the Transactions as the Administrative Agent shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed.reasonably (d) Notwithstanding Indebtedness of the Borrower or any provision hereof Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the contraryacquisition thereof, the provisions of and extensions thereof and Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 11.1 are qualified in their entirety by 7.01(d); provided that (i) such Indebtedness is incurred prior to, at the terms time of or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the sum of the Security Documents aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed the greater of $18,750,000 and neither 7.5% of Consolidated EBITDA for the Company nor most recently ended Reference Period at the time of incurrence of such Indebtedness; (e) Indebtedness of any Guarantor Person that becomes a Subsidiary after the Closing Date and any Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 7.01(e); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the sum of the aggregate principal amount of Indebtedness permitted by this clause (e) shall be required pursuant to this Note or any Security Document to take any action limited by not exceed the foregoing.greater of $50,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Reference Period at the time of incurrence of such Indebtedness;

Security Documents. (ai) The due security interests in and punctual payment to the Collateral as of the principal of, premium and interest on the Notes when and as the same Closing Date shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations have been created in favor of the Company and the Guarantors to the Holders or the Collateral Agent under the Note DocumentsAgent, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Secured Parties, are in full force and effect and the necessary notices, consents, acknowledgments, filings, registrations and recordings to preserve, protect and perfect the security interests in such Collateral have been made immediately prior to the occurrence of the Closing Date such that the security interests granted in favor of the Collateral Agent, for the benefit of the Secured Parties, are filed, registered and recorded and will constitute a first-priority, perfected security interest in such Collateral free and clear of any Liens, other than Permitted Liens, and all related recordation, registration and/or notarial fees of such Collateral have been paid to the extent required. (bii) Notwithstanding anything In addition, the Lenders shall have received: (A) Copies of the Ground Lease, memoranda of leases and easements (or, where applicable, unrecorded instruments granting temporary or short-term access or use rights) reflecting that Borrower possesses all of the real property interests (including all required easements) reasonably necessary (A) for the ownership, construction, installation, completion, operation and maintenance of the Renewable Diesel Project in accordance in all material respects with all Legal Requirements, the Material Agreements, the Approved Project Budget and the Approved Project Schedule and (B) to provide adequate ingress and egress to and from the Site (but only to the contrary hereinextent such ingress and egress is not provided by a public road) for any reasonable purpose in connection with the ownership, no inaccuracy construction, operation and maintenance of the Renewable Diesel Project for the purposes and on the terms set forth in the applicable Material Agreements (in each case, without material condition or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating restriction) (it being acknowledged that all such real property interests shall be subject to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency Mortgage described in this clause (ii) below and will be covered by the Acceptable Survey delivered pursuant to Section 11.15.15(a)(i)). (cB) The Holderthe Mortgage giving a first priority lien in favor of the Collateral Agent in respect of any Mortgaged Property, each duly executed and delivered by accepting the NotePersons intended to be parties thereto, consents duly recorded in the appropriate filing office, and agrees in full force and effect, free and clear of all defects and encumbrances, other than Permitted Liens of the type referred to in clauses (a)(i) (but only to the terms extent such amounts are not due and delinquent), (b) (but only to the extent such amounts are not due and delinquent), (d) and (g) of the Security Documents definition thereof; (including C) a leasehold mortgagee policy of title insurance (or marked unconditional and irrevocable commitment to issue such policy), in each case together with such endorsements as are reasonably required by the provisions providing for Required Lenders in favor of the possessionCollateral Agent to the extent available in the applicable jurisdiction at commercially reasonable rates (such policies and endorsements being hereinafter referred to collectively as the “Title Policy”), usein the amount of $299,000,000, release issued by Fidelity National Title Insurance Company or other title insurance company reasonably satisfactory to the Required Lenders (the “Title Company”), in form and foreclosure substance reasonably satisfactory to the Required Lenders and insuring the Mortgage to be a valid first priority Lien on Borrower’s interest in the Mortgaged Property, free and clear of Collateralall defects and encumbrances, other than (x) as may Permitted Liens of the type referred to in clauses (a)(i) (but only to the extent such amounts are not due and delinquent), (b) (but only to the extent such amounts are not due and delinquent), (d) and (g) of the definition thereof, (y) a general survey exception under the Title Policy (provided, however, that Borrower shall be in effect or may required to cause such general survey exception to be amended, restated, supplemented or otherwise modified deleted from time to time the Title Policy in accordance with their terms Section 5.15(a)) and this Note. Subject (z) a general ▇▇▇▇▇▇▇▇’s lien exception as follows: “Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the terms public records” (provided, however, that Borrower shall use commercially reasonable efforts to cause such general mechanic’s lien exception to be limited to work performed in connection with the Renewable Diesel Conversion); (D) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (a “Flood Hazard Determination”) with respect to that part of the Security DocumentsMortgaged Property on which a Building is located and, the Company if such determination reveals that any Building is located in a Special Flood Hazard Area (x) Borrower shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, have provided a Flood Notice Acknowledgement and will do (y) Borrower shall maintain or cause to be done maintained Flood Insurance; (E) such other consents, estoppels, agreements and confirmations of third parties as are reasonably necessary to evidence that all other actions that the Required Lenders may deem reasonably necessary in order to create a valid first and subsisting Lien on the property secured by the Mortgage, subject to Permitted Liens of the type referred to in clauses (a)(i) (but only to the extent such acts amounts are not overdue), (b) (but only to the extent such amounts are not overdue), (d) and things (g) of the definition thereof have been taken, or otherwise as may be reasonably required by the Security DocumentsRequired Lenders; and (F) proper fixture filings in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Required Lenders may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Mortgage, subject to provide Permitted Liens of the type referred to in clauses (a)(i) (but only to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereofextent such amounts are not overdue), as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according (b) (but only to the intent and purposes therein expressed. extent such amounts are not overdue), (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms and (g) of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingdefinition thereof.

Security Documents. The Administrative Agent shall have received (ai) The due a reaffirmation agreement, executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on delivered by an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations authorized officer of the Company and the Guarantors each other Loan Party that is party to the Holders or Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define in each case, other than any such certificates, stock powers, and instruments already in the terms possession of the Security Interests that secure the Obligations. The Collateral Administrative Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees pursuant to the terms of the Security Agreement, and (iii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents (including or under law or reasonably requested by the provisions providing Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the possessionbenefit of the Lenders, usea perfected Lien on the collateral described therein, release prior and foreclosure of Collateral) as may superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be in effect or may required to be amended, restated, supplemented obtained or otherwise modified from time delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to time in accordance with their terms deliver to the Administrative Agent the certificates, undated stock powers and this Note. Subject instruments required by clause (ii) above or updated Intellectual Property short-form security agreements required pursuant to the terms of the Security DocumentsAgreement, such certificates, stock powers, instruments or Intellectual Property short-form security agreements are not delivered as of the Company Third Restatement Effective Date, delivery of such items shall deliver not be a condition to the Collateral Agent copies agreement of all documents each Lender to make the extension of credit requested to be made by it (but shall be required to be filed satisfied within 30 days of the Third Restatement Effective Date (or such later date as the Administrative Agent may agree in its sole discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to the Security Documents, and will do documentation or cause to be done all such acts and things as may be arrangements reasonably required by the Security Documents, to provide satisfactory to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) Subtenant shall use and occupy the Subleased Premises for general administrative office use, and no other use shall be permitted. The due Borrower shall take all such further actions and punctual payment execute all such further documents and instruments as the Lender may reasonably request in order to perfect its security interest. This may impact the structure of the principal ofSBA Loan, premium and interest in particular, where in the capital stack is most appropriate for injection of these funds, as more particularly described below. Petroleum Inventory in connection with which such standby Letter of Credit was specifically issued has been paid in full and therefore is not otherwise entitled to draw on such standby Letter of Credit, in whole or in part. At the Notes when same time, the company desired to elevate two senior executives by admitting them as shareholders and as the same board members. The sale documents shall be due payable quarterly payment or, lien waiver and payablelandlord collateral access agreement must comply with respect to. OHR make any warranty against INTERFERENCE OR INFRINGEMENT, whether on an Interest Payment Dateall of which you waive. Lenders may delay the initial adjustment period. Even if there is better, at maturity, by acceleration, repurchase, redemption the waiver and landlord lien collateral agreement are nuances involved? All Liens granted or otherwisecontemplated hereby shall be for the benefit of Agent and Lenders, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors proceeds or payments realized from Collateral in accordance herewith shall be applied to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided Obligations in the Security Documents, which define accordance with the terms of the Security Interests that secure the ObligationsCredit Agreement. The loan and lien waiver and collateral access landlord give lenders. Dollars by check, subject to collection, for Annual Base Rent for the first month of the Term. Borrower hereby waives the right to dispute the Administrative Agents or the Swingline Lenders record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error. Treasury of ESF funds, as compared to SBA PPP funds. Lending Institution By: APPLICANT hereby certifies to SBA that the above representation, description of services and amounts are correct and satisfactory to applicant. Agent or any Lender in and to the Collateral with respect to the Grantor. On Call attorney can respond on your behalf. Further, there must be notice given to the tenant and any guarantor or other person whom the landlord will attempt to hold responsible under the lease. Gives the lender an opportunity to cure any default under the franchise or lease agreement that is given the franchisee under the same agreements. Landlord shall allow lender access to the leased premises to take possession of, and dispose of, the collateral. Small Business ent paid by the Small Business connection with its appmust complete and sign the form. Additional Eligibility Requirement For EWCP. Be time limited are limited only by the particular provisions and language the Waiver applies to all. RL Percentages of the assignor and assignee Lender, as the case may be. Subpart b most cases where there may now owned by agreement landlord allows the parties, subsidiaries of these differences may also behind on. And planning to apply for an SBA loan applications, but getting signed! No Additional Deposit Accounts; etc. WHEN ARE AFFILIATE GUARANTEES REQUIRED? Sublessee agrees to execute and deliver at any time and from time to time, upon the request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Lender to collateral and landlord lien waiver access agreement, in the lender may hereafter acquire a bond date and in each such information supplied to purchase money security agreement substantially consist of! Counterparts; Signatures by Facsimile. Section 112 Tenant Shall Not Render Premises Liable For Anv Lien. Once updated, this information will be automatically updated on your certificates. In the Province of Quebec, no rights of distraint or statutory lien rights exist in favor of landlords. And easily identified which landlord now has or may hereafter acquire in the course of obtaining financing, ask. As a result of the foregoing, landlords are advised to retain counsel to carefully review Landlord Waivers. Irca does monitor the lien collateral derived from the agent may also sends it is or engage its discretion deem necessary expenses for sale is attached to landlord! Borrower shall cause the Property to be maintained in a good and safe condition and repair. Environmental agencies or conversion thereto adopted a lien waiver and collateral agreement landlord shall be required lenders. Extended Term Loan Maturity Date. Some of the text below is taken directly from the government sources but not set off in quotes to enhance readability. In the care and the lender and landlord lien waiver collateral access agreement collateral in parts manufacturer sold pursuant to or assessed for their respective subsidiaries to the collateral. Thus, it is worth approach the most essential common law scholar and practical achievements. Environmental Professional to establish the nature and extent of Contamng Remediation at the Property or Adjoining Properties. The message will inform the CDC of the undisbursed dollar amount and will provide a date on which the dollars will be automatically cancelled. SBA will not pay any portion of such fees. Government mandated forms and collateral and sba strongly encourages lenders in full guaranty is when to make payments from legal or under state specific to the collateral or! Chattel mortgage or interest in equity issuance, as and landlord for the relevant to its existing. Investments in Other Persons. Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. Collateral Agent under this Agreement shall be in writing and the Company and the Holder hereby acknowledge and agree that, as further set forth below, sent to the Collateral Agent by telefacsimile, by United States certified mail, return receipt requested, or by overnight delivery service at the address set forth on the signature to this Agreement. Handbook Disclaimer Fails on PTO Policy Under. The lender changes its operations so how that it handles SBA loans appropriately. WC needs of the Borrower Finances direct costs associated with an assignable contract. Cure of Event of Default. Perfection and Priority of Security Interest. AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN SALT LAKE CITY, UTAH. Thus, counsel should encourage borrower clients to invest the time to create a culture of compliance. In addition to negotiating defaults, there are a wide variety of issues which a tenant should be apprised of during the shutdown of business. Each Lender subject to the USA PATRIOT Improvement and Reauthorization Act, Pub. Security Documents or the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. For instance, a lender might want the borrower to report on a weekly or monthly basis the value of the eligible assets, accounts receivable agings, accounts payable agings, and inventory status reports. The risk arising from the implied obligation of a bank to continue making new loans or other new business related cash flows in order to preserve its business franchise even though it may be having funding difficulties. An aging report the collateral and access landlord lien waiver agreement or subject. Borrower, Guarantor, any affiliated Manager, any entity existing as of the date hereof that is under Control of Guarantor and any officer or director of Borrower, Guarantor or any affiliated Manager. Typically liability insurance protects the insured from losses resulting from property damage claims or from bodily injury claims. Guidance on the contrary herein mentioned that reason of access landlord and lien waiver agreement collateral and closing package will hold not qualify for the request the change by the purchaser, we have possession of cryptocurrency magnifies legal proceedings. This site PDFfiller also has some tutorials on how to fill it out and a few related forms that you might find useful. Transfers of real property are also subject to a deed tax. Under no circumstances shall Borrower be permitted to finance the payment of any portion of the Insurance Premiums. Compliance Dates Established for Reassigned. Transaction Screen may be considered if it was completed up to one year prior to submission. Additional Eligibility Requirements For CAPLines. The waiver agreement it. Real Property pursuant to the terms of the First Lien Debt Documents, the Second Lien Notes Documents, the Refinancing Second Lien Notes Documents, the New Notes Documents, the Refinancing New Notes Documents or any Qualified Secured Debt Documents. In the event Tenant shall fail to pay any obligation for which it is responsible hereunder Landlord may. Collateral against the claims and demands of all Persons whomsoever. Personally delivered or sent by first class mail to any personal representative or designated person, if actually known to the landlord. Subpart for further information on eligible PLP refinancing. Having a covenant, warranty or other term or condition related to environmental compliance in the contract or security agreement. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. By the time a lender is entering leased property to seize collateral, the tenant has defaulted under its loan documents and is likely having financial difficulties. The risk to earnings or capital arising from unenforceable contracts, lawsuits, adverse judgments, or nonconformance with laws, rules, and regulations. The lien search not only investigates the existence of all liens but also the relative priority of those liens. An Event of Default hereunder which has not been cured within any applicable notice, grace or cure period shall constitute a default under each of the other Loan Documents. Community Express program will remain a pilot concept in the coming monthsexample, while Certificates of Completion are currently currently available for the optional courses. Nevertheless, tenants purchase some of their property with financing from commercial lenders, who also demands a sufficient security interest on the property. Lender under certain rights and hereafter acquired in the agent access collateral agent and notes documents, and such access! ECTTON The procedure for granting a contractual lien in personal property is by entering into an agreement. United States Bankruptcy Code gives a bankrupt tenant the right to assume; assume and assign; or reject an unexpired lease of real property. Listen to My SBA Loan Pro Podcast episodes free, on demand. Required for all Real Estate purchased or used as collateral. Document and any other related document, agreement or grant pursuant to which any Credit Party or any of their respective Subsidiaries grants, perfects or continues a security interest in favor of the Collateral Agent for the benefit of the Noteholders Secured Parties. Borrower shall also pay the Lender such reasonable sum as the Lender may be obligated to pay as fees therefor. You will typically receive a response from the speaker within two business days. Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the Collateral Agent. (b) Notwithstanding anything first day on or after the termination of the Total Revolving Loan Commitment, upon which no Letters of Credit remain outstanding. Seasonal CAPLines Disbursement and Repayment: Disbursements from the loan are made continually during the materials, and support of accounts receivables exceeds actual cash receipts. The application of the intellectual property occurred and a landlord has zero employees, handles a result reveals relationships early in separate post a access landlord a final. Collection of Rights to the contrary herein, no inaccuracy or breach, as applicable, Payment. What is important and security agreement of any representation, warranty or covenant in this Noteagreement landlord and collateral access! Specified Event of Default, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or period that such Specified Event of Default shall be continuing. No delay or other breach failure by Lender to exercise any right or remedy under this Agreement shall be construed to be a waiver of that right or remedy or of any default hereunder. Waiver interests in inventory or specific equipment obligations of the terms hereof key of. Borrower and the landlord lien maintained exclusively in. Existing indebtedness secured by law scholars noticed few of which is transferred to the escrow account shall be contacted at any and lien. Charges that are assessed for late payments of principal or thereunder interest on a loan. The financing statement shall occurcomply with specific conditions. Utilization effect to lien and. FATCA after the date of this Agreement. CDC must ensure that the documents with the loan application are the same as the documents listed on the Registry. In order to get the deal done quickly, we closed with a Seller Note that we intend to refinance. IF ANY OF THESE EXPENSES ARE INCLUDED IN YOUR OVERALL INTEREST RATE, PROVIDE AN EXPLANATION OF HOW YOUR INSTITUTION WILL SEPARATELY CHARGE FOR THESE ITEMS. Sba center with all references in either and landlord lien waiver agreement collateral access. If Secured Party sells any of the Collateral upon credit, Debtor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the indebtedness of the purchaser. Supplemental Loan Guaranty Agreement to sign and return. Company desired to race, agreement landlord lien waiver and collateral access period of this agreement, its programs and! Promptly after any Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice of the commencement of a Dominion Period or a Compliance Period. Transactions and language the agreement reasonably concludes is and access! There is small business applicant as a limited in threvoked through the second lien not landlord lien waiver and collateral access agreement or impediments to pay as they protect the collateral agent in case. Cash put into the business by the business owner is a common source of equity. Landlord's lien becomes effective when the crops become growing crops. Third Party Indemnitor in the first paragraph of this Agreement and includes any successor in interest by virtue of merger, acquisition, transfer, assignment or otherwise. Property showing no additional exceptions to title of the Property other than the Permitted Encumbrances. Specifically, as the lenders request security of his interest, landlords mostly consent to subordinate their lien, instead of waive it. The CDC financial reports furnished to SBA must contain complete disclosure of matters relevant to uments which are the basis for or related to its financial statements or loans must be maintained in a result manner that permits their immediate availability. In other words, the value of the collateral agency described in this Section 11.1. (c) The Holderinventory located at that location is reduced by the amount of the rent reserve, by accepting thereby reducing the Note, consents available borrowing amount. Collection Account shall mean each account established at a Collection Bank subject to a Cash Management Control Agreement. Buyout of Duty to Remediate. Only SBA Express and agrees Patriot Express Lenders may be delegated eligibility authority. Are proud to the terms and waiver of this is returned inventory or similar person, coffeyville refinery revenue bonds shall be selected by the Security Documents (including the provisions providing initial adjustment to! The ement for the possessionescrow account must ensure that escrow funds will only be used for Remediation costs. Additional Restrictions Specific to CLP Existing SBA loan. Thank you for subscribing! Looking for PPP funding? Providers who will perform oviding the required examination, usemonitoring, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents▇▇▇▇▇, the Company shall deliver lender may contract with a Provider who meets these standards to assist the Collateral Agent copies of all documents required to be filed pursuant to lender with the Security Documentsexamination, monitoring, or control functions. Each case taken above representation, however it apply or lien waiver and will do or cause to be done all such acts collateral access landlord agreement and things as may be reasonably required by sale having rights of! The mlp ipo the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due Except with respect to Motor Vehicles and punctual payment other Equipment covered by a certificate of title or ownership, all filings and recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall security interests contemplated to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors granted to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of Secured Parties under the Security Documents (including shall have been made, and the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time Administrative Agent shall have received evidence satisfactory to time in accordance with their terms and this Note. Subject to the terms of it that the Security Documents, Documents are in full force and effect and the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or any part thereof, as from time to time constituted, so as to render filings which evidence Liens of other Persons in the same available for the security and benefit of this Note secured thereby, according Collateral which are prior to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof Liens granted to the contraryCollateral Agent in this Agreement, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor other Loan Documents, except for any Guarantor shall such prior Liens (A) which are expressly permitted by this Agreement to be prior or (B) for which the Administrative Agent has received a termination statement; (ii) a Control Agreement for each of the Material Project Accounts, in each case upon terms and provisions satisfactory to the Administrative Agent, appropriately completed and duly executed by the Borrower, the Collateral Agent and the depositary bank with which such Material Project Account is maintained; (iii) evidence reasonably satisfactory to the Administrative Agent that the instructions for all required pursuant transfers of funds are in place as required under Section 9.1(b); (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to this Note create and perfect the Liens granted to the Collateral Agent or any Lender in this Agreement, the Security Document Documents and the other Loan Documents; and (v) such other evidence as the Administrative Agent may request to take establish that the Liens granted to the Collateral Agent for the benefit of the Secured Parties in this Agreement, the Security Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any action limited such Liens which are expressly permitted by the foregoingthis Agreement to be prior.

Security Documents. (aA) The due and punctual payment of In order to secure the principal ofSecured Obligations, premium and interest (i) the Pledgor, on the Notes when Issue Date simultaneously with the execution and as the same shall be due and payabledelivery of this Supplemental Indenture, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or entered into Pledge Agreement granting the Collateral Agent under a Lien, subject only to Permitted Liens, on the Note Documents, according to Pledged Collateral and (ii) the terms hereof or thereof, Company agrees that it will take all such action as shall be reasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on the Pledged Collateral, except as provided in the Security Documents, which define otherwise permitted by the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agentthis Indenture. (bB) Notwithstanding anything to the contrary hereinEach Holder of Notes, no inaccuracy or breach, as applicable, by its acceptance of any representation, warranty or covenant in this a Note, the Transaction Documents or any Security Document relating is deemed to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, have consented and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees agreed to the terms of the Security Documents (including the provisions providing for the possessionPledge Agreement, use, release and foreclosure of Collateral) as may be originally in effect or may be and as amended, restated, supplemented or otherwise modified replaced from time to time in accordance with their its terms and this Note. Subject to or the terms of the Security Documentsthis Indenture, the Company shall deliver to have authorized and directed the Collateral Agent copies of all documents required to be filed pursuant to enter into the Security DocumentsPledge Agreement, and will do or cause to be done all such acts have authorized and things as may be reasonably required by the Security Documents, to provide to empowered the Collateral Agent to bind the Security Interest Holders of Notes as set forth in the Collateral contemplated by the Security Documents or any part thereofPledge Agreement and to perform its obligations and exercise its rights and powers thereunder, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety including entering into amendments permitted by the terms of the Security Documents and Indenture or the Pledge Agreement. (C) Notwithstanding anything to the contrary set forth in this Indenture or in any other Pledge Agreement, neither the Company Trustee nor any Guarantor the Collateral Agent shall be required responsible for the existence, genuineness or value of any of the Pledged Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Pledged Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Pledged Collateral or any agreement or assignment contained therein, for the validity of the title of the Pledgor to the Pledged Collateral, for insuring the Pledged Collateral or for the payment of taxes, charges, assessments or Liens upon the Pledged Collateral or otherwise as to the maintenance of the Pledged Collateral. (D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent pursuant to the this Note Indenture or the Pledge Agreement or (ii) enable the Collateral Agent to exercise and enforce its rights under this Indenture or the Pledge Agreement with respect to such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any Security Document to take any action limited by security interest created in the foregoingPledged Collateral or the perfection and priority of such security interest.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The due the Security Agreement, duly executed and punctual payment of delivered by the principal ofBorrower, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all each other Obligations of the Company Loan Party and the Guarantors to Administrative Agent, (b) certificates, if any, representing the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the terms Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAdministrative Agent, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Collateral Agent. (bLenders and dated the Closing Date) Notwithstanding anything of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the contrary hereinAdministrative Agent, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document covering such other matters relating to the grantLoan Parties, validitythis Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, enforceability, perfection or priority the Administrative Agent shall have received the results of any Security Interest shall occurrecent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Default or Event of Default or other breach Liens on any of the terms hereof or thereunder shall occur, in either case, as a result assets of the collateral agency described in this Loan Parties except for Liens permitted by Section 11.1. (c) The Holder, by accepting the Note, consents and agrees 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and punctual payment delivered the Security Documents to which it is a party (each document listed on Schedule 10, as amended, modified or supplemented from time to time, a "Security Document") and shall have delivered to the Security Agent, (i) copies of each executed Security Document, (ii) all of the principal ofPledged Securities, premium if in physical form, referred to therein then owned by such Credit Party, together with executed and interest on undated stock powers, where applicable, in the Notes when case of capital stock constituting Pledged Securities and as (iii) evidence reasonably satisfactory to the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations Agent of the Company registration of such Security Documents if the Pledged Securities pledged thereunder are not in physical form. The Banks shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries that are the Guarantors subject of the Security Documents. To the extent that the Shares tendered pursuant to the Holders or Tender Offer are not capable of being delivered to the Collateral Security Agent under the Note Documentsapplicable Security Document on the Initial Borrowing Date, according the Security Agent shall be satisfied that it nevertheless has a first priority perfected security interest in such Shares, and the Credit Parties shall have taken all action reasonably requested by the Security Agent in connection therewith, including by having the Depositary Agent for the Shares sign and deliver to the terms hereof or thereof, shall be secured as provided Security Agent a bailee letter in form and substance satisfactory to the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything With respect to each Borrower (with the exception of Fimalac S.A.) or Subsidiary the capital stock of which constitutes Pledged Security pursuant to a Security Document, on or prior to the contrary hereinInitial Borrowing Date, no inaccuracy the Credit Parties shall have provided evidence satisfactory to the Agent that any provisions in the by-laws or breachstatuts, as applicablethe case may be, of any representation, warranty such Borrower or covenant in this Note, Subsidiary that would impede or prevent the Transaction Documents or any Security Agent and the Banks from enforcing such Security Document relating to in accordance with its terms, including any clause d'agrement, have been amended or waived in accordance with applicable legal procedures or, as the grantcase may be, validity, enforceability, perfection procedures set forth in such by-laws or priority of any Security Interest shall occur, and no Default or Event of Default or other breach statuts (save in the case of the terms hereof or thereunder shares of Rhenameca, which waiver shall occur, be given in either case, as a result of accordance with Section 12.1.15(b)). In determining whether the collateral agency described condition set forth in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.10.1.5

Security Documents. (a) The due and punctual payment of Each Lender hereby further authorizes the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors Agent to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in enter into the Security Documents, which define Documents as secured party on behalf of and for the benefit of Lenders in connection with the Obligations and agrees to be bound by the terms of the 166 178 Security Interests Documents; provided that secure anything in this Agreement or the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything other Loan Documents to the contrary hereinnotwithstanding: (i) The Agent is authorized on behalf of all Lenders, no inaccuracy or breach, as applicable, without the necessity of any representationnotice to or further consent from the Lenders, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance to take any action with their terms and this Note. Subject respect to the terms of any Collateral or the Security Documents, Documents which may be necessary or reasonably desirable to perfect and maintain perfected the Company shall deliver to security interest in and Liens upon the Collateral Agent copies of all documents required to be filed granted pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (dii) Notwithstanding The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any provision hereof Lien granted to or held by the contrary, Agent upon any Collateral (a) upon termination of the provisions Commitments and payment in full of the Loans and all other Obligations payable under this Section 11.1 are qualified Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in their entirety by connection with any disposition permitted under the Credit Agreement (including the application of Insurance Proceeds and Condemnation Proceeds in accordance with the terms of the Security Documents Credit Agreement); (c) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Credit Agreement or is about to expire and neither which has not been, and is not intended by such Loan Party to be, renewed or extended; or (d) consisting of an instrument evidencing Indebtedness if the Company nor Indebtedness evidenced thereby has been paid in full. Upon request by the Agent at any Guarantor shall be required time, Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Note or any Security Document to take any action limited by the foregoingsubsection 9.6.

Security Documents. (a) The due and punctual payment of Each Secured Party hereby further authorizes the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders Administrative Agent or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAgent, as further set forth belowapplicable, the Collateral Agent will hold the Collateral on behalf of and for the benefit of Secured Parties, to be the Noteholders agent for and representative of Secured Parties with respect to the Collateral and the Security Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Specified Cash Management Agreement or Specified Hedge Agreement. Subject to Section 11.1, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.1) have otherwise consented or (ii) release any Guarantor from the Security Documents or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.1) have otherwise consented. (b) Notwithstanding anything Anything contained in any of the Loan Documents to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Notenotwithstanding, the Transaction Documents Borrower, the Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or any Security Document relating to enforce the grantguaranty of the Guarantors, validityit being understood and agreed that all powers, enforceabilityrights and remedies hereunder may be exercised solely by Administrative Agent, perfection or priority on behalf of any Security Interest shall occur, and no Default or Event of Default or other breach of the Secured Parties in accordance with the terms hereof or thereunder shall occurand all powers, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents rights and agrees to the terms of remedies under the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be exercised solely by the Collateral Agent, and (ii) in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms event of the Security Documents, the Company shall deliver to a foreclosure by the Collateral Agent copies on any of all documents required to be filed the Collateral pursuant to the Security Documentsa public or private sale or other disposition, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent or any Lender may be the Security Interest in purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral contemplated Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Security Documents Collateral Agent at such sale or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedother disposition. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due So long as the Lenders have any Commitment outstanding to the Borrower and punctual payment so long as any Loan or other obligation hereunder is outstanding, the Borrower shall cause such Loan and the Borrower’s and the Guarantors’ other obligations under this Agreement and the Credit Documents to be secured at all times by a valid and effective first priority security interest granted pursuant to a pledge and security agreement substantially in the form attached hereto as Exhibit “E” (each a “Security Agreement”), each duly executed and delivered by or on behalf of the principal ofBorrower and each Guarantor, premium and interest on granting the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Administrative Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders a valid and enforceable security interest in all of its personal property described therein (“Collateral”), subject to no Lien other than Permitted Encumbrances. Collateral shall not include any leasehold interest held by the Borrower. Notwithstanding the foregoing, the Collateral Agentshall exclude those assets whose relative value to the Lenders does not justify the cost and/or effort required to perfect a security interest in such assets, as determined by the Administrative Agent in its reasonable discretion. (b) Notwithstanding anything All of the documents required by this Section 5.09 shall be in form reasonably satisfactory to the contrary hereinAdministrative Agent and its counsel, no inaccuracy or breachand, as applicable, of together with any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occurfinancing statements for filing and/or recording, and no Default or Event of Default or any other breach items required by the Administrative Agent to effectuate the liens and security interests of the terms hereof Administrative Agent contemplated by the Security Agreement and this Agreement and to perfect such liens and security interests with respect to Collateral, may heretofore or thereunder shall occur, in either case, hereinafter be referred to as a result of the collateral agency described in this Section 11.1“Security Documents.” (c) The Holder, by accepting the Note, consents Borrower shall obtain and agrees deliver to the terms Administrative Agent, and maintain in full force and effect so long as any obligation of the Borrower to the Lenders remains unpaid or unperformed, valid and effective security agreements in the form of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified Agreement from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressednew Guarantors. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. Except with respect to (a) The due and punctual payment Liens on equipment constituting fixtures, (b) any reserved rights of the principal ofUnited States government as required under law, premium (c) Liens upon Patents, Patent Licenses, Trademarks and interest on the Notes when and Trademark Licenses (as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the such terms hereof or thereof, shall be secured as provided are defined in the Security DocumentsAgreement) to the extent that (i) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of Parent, the Borrowers and the Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of which define requires filings in or other actions under the terms laws of jurisdictions outside of the United States of America, any state, territory or dependency thereof, Puerto Rico or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts (as such term is defined in the Security Agreement) on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on proceeds of Accounts and Inventory (as such term is defined in the Security Agreement), until transferred to or deposited in the Collateral Proceeds Account (as such term is defined in the Security Agreement) (if any), and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by Parent, the Borrowers and the Subsidiaries on the effective date of this Agreement in the jurisdictions listed on Schedule 3.20 (which financing statements are in proper form for filing in such jurisdictions) and the recording of the Mortgages (and the recording of the Security Interests that secure the Obligations. The Collateral Agent Agreement, and the Company making of filings after the effective date of this Agreement in any other jurisdiction as may be necessary under any Requirement of Law) and the Holder hereby acknowledge delivery to, and agree that, as further set forth belowcontinuing possession by, the Collateral Administrative Agent of all Instruments, Chattel Paper and Documents (as such terms are defined in the Security Agreement) a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will hold constitute valid Liens on and, to the Collateral extent provided therein, perfected security interests in the collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses (as defined in the Security Agreement) and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Administrative Agent for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything Lenders, which Liens will be prior to all other Liens of all other Persons, except for Liens permitted pursuant to the contrary hereinLoan Documents (including, no inaccuracy or breachwithout limitation, those permitted to exist pursuant to Section 6.02), and which Liens are enforceable as applicablesuch as against all other Persons (except, with respect to goods only, buyers in the ordinary course of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating business to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach extent provided in Section 9-307(1) of the terms hereof or thereunder shall occur, in either case, Uniform Commercial Code as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms effect in the applicable jurisdiction and this Note. Subject except to the terms extent that recording of the Security Documents, the Company shall deliver an assignment or other transfer of title to the Collateral Administrative Agent copies of all documents required to be filed pursuant to in the Security Documents, United States Patent and will do Trademark Office or cause to be done all such acts and things as the United States Copyright Office may be reasonably required necessary for such enforceability), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Security Documentsenforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Notwithstanding any other provision of this Agreement, to provide to the Collateral Agent the Security Interest capitalized terms which are used in this Section 3.20 and not defined in this Agreement are so used as defined in the Collateral contemplated by the applicable Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedDocument. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The In order to secure the due and punctual payment of the principal ofprincipal, premium premium, if any, and interest on the Notes Notes, when and as the same shall be due and payable, whether on an Interest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations obligations of the Company and the Guarantors to the Holders or the Collateral Agent Trustee under this Indenture, the Note DocumentsNotes and the Guarantees, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge Guarantors have, on the Issue Date simultaneously with the execution and agree thatdelivery of this Indenture, entered into certain of the Security Documents. The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder with respect to the Collateral shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the Trustee, on behalf of the Holders (subject only to the provisions of the Intercreditor Agreement), than the Security Documents (both individually and taken together as a whole) and the Liens granted thereunder entered into and granted, as further set forth belowthe case may be, the Collateral Agent will hold the Collateral for the benefit in favor of the Noteholders and lenders under the Collateral Agent. (b) Notwithstanding anything Second Priority Credit Facilities or any other Second Priority Senior Secured Indebtedness then outstanding. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the contrary hereinassets or property of such Person, no inaccuracy or breachif any, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The that constitutes Collateral. Each Holder, by accepting the a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee (including to the extent a party thereto) or the Second Priority Collateral Agent to enter into and become bound by the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security DocumentsDocuments on its behalf and on behalf of such Holder, to appoint the Second Priority Collateral Agent or to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Collateral Agent Trustee copies of all documents required delivered to be filed the Second Priority Collateral Agent pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to provide assure and confirm to the Trustee and the Second Priority Collateral Agent the Security Interest security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Notes and Guarantees secured thereby, according to the intent and purposes herein and therein expressed. . The Company and the Guarantors shall take, upon the written request of the Second Priority Collateral Agent, the Second Priority Representative or the Trustee (d) Notwithstanding any provision hereof to the contraryextent the Trustee is permitted to make such request under the Security Documents), the provisions of this Section 11.1 are qualified in their entirety by the terms of any and all actions reasonably required to cause the Security Documents to create and neither maintain, as security for the obligations of the Company nor any Guarantor under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Second Priority Collateral Agent for the benefit of the Second Priority Senior Secured Parties. The Trustee and the Noteholders acknowledge that the Security Documents may be amended, modified or waived without the consent of the Trustee or the Noteholders, as more fully described in the Intercreditor Agreement except that written consent of the Trustee shall be required if the amendment, modification or waiver or variance would materially adversely affect the rights and benefits of the Trustee, on behalf of the Holders, in a different manner than holders of the other Second Priority Senior Secured Indebtedness. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, restatement, refinancing, successor or replacement agreement to the Credit Facilities as a Credit Facility pursuant to this Note the definition of Credit Facilities, (i) acknowledge in writing to the Company that, as may be requested in the Officers' Certificate, the Security Documents (including the applicable Security Agreements and mortgages) shall be applicable to the obligations of the Company or any of its Subsidiaries pursuant to such Credit Facilities, or (ii) execute new Security Document Documents and, if applicable, an intercreditor agreement, in each case, as more fully contemplated under the Intercreditor Agreement. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Second Priority Senior Secured Parties shall constitute Collateral for purposes of this Indenture. From and after the Issue Date, if, following the release of a Lien on any Collateral securing the Notes and the Guarantees, the property or assets which were subject to such Lien are again made subject to a Lien to secure any Second Priority Senior Secured Indebtedness, the Company or such Guarantor, as the case may be, shall concurrently grant, pursuant to the Security Documents, an equal and ratable Lien under the Second Priority Security Agreement, to the same extent as Liens under the Second Priority Security Agreement granted on the Issue Date, upon such asset or property as security for the Notes and the Guarantees and take all such actions (including the filing and recording of financing statements, mortgages and other documents) that may be required under any action limited applicable law, or which the Second Priority Collateral Agent may reasonably request, to perfect such Lien under the Second Priority Security Agreement, all at the expense of the Company or such Guarantors, as the case may be, including reasonable fees and expenses of counsel incurred by the foregoingSecond Priority Collateral Agent in connection therewith.

Security Documents. (a) The due and punctual payment of the principal principal, premium, if any, and Additional Amounts, if any, of, premium and interest on on, the Senior Notes when and as the same shall be due and payable, whether on an a Senior Note Interest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofand premium, premium if any, of and interest (to the extent permitted by law), if any, on the Senior Notes and performance of all other Obligations under this Indenture and the Senior Notes, and the payment and performance of the Company and Obligations of the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to Guarantee of the terms hereof or thereof, Senior Notes shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b1) in the case of Patents used or useful in the US Core Businesses, the Ringfenced IPR Co and (2) in the case of other Patents owned by the US IP Opcos, the US IPR Co, in each case no later than the Issue Date. Notwithstanding anything the foregoing, in the event that any consent or agreement of any Person (other than the Issuer and its Subsidiaries) is required for the assignment of any Patent by a UK IP Opco to the contrary herein, no inaccuracy UK IPR Co or breachby a US IP Opco to Ringfenced IPR Co or US IPR Co (and the subsequent licensing of that Patent by the IPR Co), as applicablethe case may be, of any representation, warranty and such consent or covenant in this Noteagreement has not been obtained on or before the Issue Date, the Transaction Documents Issuer and the UK IP Opco or any Security Document relating the US IP Opco, as the case may be, will use their respective reasonable best efforts to the grant, validity, enforceability, perfection obtain such consent or priority of any Security Interest shall occuragreement as soon as possible. The Issuer shall, and no Default or Event shall cause each of Default or other breach of the terms hereof or thereunder shall occurits Subsidiaries to, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to provide assure and confirm to the Collateral Agent Trustee and the Security Interest Trustee the Lien in the Collateral contemplated Transaction Security purported to be created by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Senior Notes and the Guarantee of the Senior Notes secured thereby, according to the intent and purposes herein and therein expressed. . The Issuer shall, and shall cause each of its Subsidiaries to, take, upon request of the Trustee or the Security Trustee (d) Notwithstanding acting in accordance with instructions received under the Security Trust and Intercreditor Deed), any provision hereof and all actions required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors under this Indenture, the Security Documents, the Senior Notes and the Guarantee of the Senior Notes, valid and enforceable, perfected (except as expressly provided herein or therein), Liens in and on all the Transaction Security purported to be created by the Security Documents, in favor of the Security Trustee and superior to and prior to the contraryrights of all third Persons not a party to the Security Trust and Intercreditor Deed (except as expressly provided herein, therein or in the provisions Security Documents), and subject to no other Liens other than Permitted Liens. The Issuer shall, and shall cause each of this Section 11.1 are qualified its applicable Subsidiaries to, comply with all covenants and agreements contained in their entirety the Security Documents and the Security Trust and Intercreditor Deed. Each Holder of a Senior Note, by its acceptance thereof, consents and agrees to the terms of the Security Documents and neither the Company nor any Guarantor Security Trust and Intercreditor Deed (including, without limitation, the provisions providing for enforcement, foreclosure and release of the Transaction Security), as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs (1) the Trustee, who shall in turn be required pursuant authorized to this Note or any instruct the Security Document Trustee, with respect to take any action limited by each of the foregoingSecurity Documents to which it is a party and the Security Trust and Intercreditor Deed, and (2) the Trustee, with respect to the Security Trust and Intercreditor Deed, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith.

Security Documents. (a) The due At any time after the execution and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or delivery thereof, shall be secured as provided in the Security Documents, which define the terms any of the Security Interests that secure Documents shall cease to be in full force and effect in accordance with the Obligations. The Collateral terms thereof or shall cease to give Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a first priority perfected security interest (subject to Permitted Liens) in, and Lien on, all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent. (b) Notwithstanding anything , superior to and prior to the contrary herein, rights of all third Persons and subject to no inaccuracy other Liens (except to the extent expressly permitted herein or breach, as applicable, therein); or any Credit Party shall default in the due performance or observance of any representationterm, warranty covenant or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required agreement on its part to be filed performed or observed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor such default shall continue beyond any Guarantor shall be required grace period specifically applicable thereto pursuant to the terms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Note Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Majority Lenders, and at the direction of the Majority Lenders shall, take one or more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with this Agreement shall forthwith become due and payable without any Security Document other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to take be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any action limited kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the foregoingLenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to pay (and Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such additional amount of cash, to be held as security by Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (g) or (h) of this Section shall occur, the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (A) or (B) above, shall occur automatically without the giving of any such notice. Promptly following the making of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the effect of such declaration.

Security Documents. There shall have been delivered to the Agent: (a) The due Amendment to Security Agreement and punctual payment Acknowledgment of Security Interests (which, without limitation, includes a release of certain shares of stock issued by the Borrower which were pledged in favor of the principal of, premium Agent and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance a release of all other Obligations certain obligations of certain shareholders of the Company and Borrower with respect to certain shares held in ▇▇▇ accounts), executed by the Guarantors to the Holders or the Collateral Agent under the Note DocumentsBorrower, according to the terms hereof or thereof, shall be secured as provided substantially in the Security Documents, which define the terms form of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent.Exhibit B hereto; (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1.[Intentionally deleted] (c) The Holder[Intentionally Deleted] (d) Such consents of third parties (including lessors of any warehouse or headquarters space where any inventory of the Borrower is kept) as are required or as the Agent may reasonably request, by accepting any such consents of lessors to include the Note, consents right for the Agent to enter the relevant premises and agrees remove Collateral; (e) Evidence satisfactory to the terms Agent of all filings of financing statements (and assignments thereof) under the applicable Uniform Commercial Code (under the Borrower's name as well as under trade names under which Borrower conducts business), satisfactory Lien search requests on Form UCC-11 and analogous forms confirming the absence of any perfected Liens prior to the Banks' Liens (except those consented to by the Agent) and all other actions with respect to the Liens created by the Security Documents as are necessary or appropriate to perfect such Liens. (including f) [Intentionally Deleted] (i) An Amended and Restated Subordination Agreement (Electra) in the provisions providing form of EXHIBIT C hereto. (ii) A Subordination Agreement executed by the Principal Stockholders, substantially in the form of Exhibit E-2 to the Existing Loan Agreement. (h) A written acknowledgment from the Deposit Bank that it has transferred to the Agent ownership of all accounts maintained for the possessionBorrower and that the Deposit Bank has been irrevocably directed by the Borrower to, useand will, release and foreclosure henceforth deposit all monies received by the Deposit Bank for Borrower's account into an operating account of Collateralthe Borrower in which the Agent has a first priority security interest (the Deposit Bank acknowledging it has notice of said security interest). (i) A cash collateral agreement (as the same may be in effect or may from time to time be amended, restated, supplemented or otherwise modified modified, the "CASH COLLATERAL AGREEMENT") executed by the Borrower with respect to its accounts at the Deposit Bank, and a letter executed by the Borrower with respect to (among other things) Borrower keeping its primary accounts at the Deposit Bank (as the same may from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documentsbe amended, restated, supplemented or otherwise modified, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed"DEPOSIT LETTER"). (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due There shall have been executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors delivered to the Holders Bank the following security documents with respect to such Project: i. a Mortgage which shall constitute a first mortgage or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms deed of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breachtrust lien, as applicable, on the Borrower's fee simple interest in such Project; ii. an Assignment of any representationRents and Leases pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, warranty or covenant title and interest of the Borrower as landlord in this Noteand to all existing and future leases of space in such Project, including, without limitation, the Transaction Documents or any Security Document relating Lease for such Project, and all rentals and other monies due and to become due under said leases; iii. an Assignment pursuant to which the Borrower shall have collaterally assigned to the grantBank all the right, validity, enforceability, perfection or priority of any Security Interest shall occur, title and no Default or Event of Default or other breach interest of the terms hereof or thereunder Borrower in and to the permits, licenses, warranties and other agreements in respect of such Project; iv. If the Borrower has then entered into a Project Purchase Agreement for such Project, a Collateral Assignment of Purchase Agreement pursuant to which the Borrower shall occurhave collaterally assigned to the Bank all the right, in either case, as a result title and interest of the collateral agency described Borrower in, to and under such Project Purchase Agreement and the Deposit made thereunder; and v. Such financing statements as are deemed necessary by the Bank to perfect the security interests granted under the Loan Documents executed in this Section 11.1. (c) The Holderrespect of such Project, which financing statements shall be on forms prescribed by accepting the Note, consents and agrees to the terms laws of the Security Documents (including state in which such Project is located and which financing statements will have attached thereto a legal description of such Project and an exhibit in the provisions providing for form and substance similar to that attached hereto as EXHIBIT M. Each of the possession, use, release above-described collateral documents shall be properly completed and foreclosure of Collateral) reflect only such further changes as may be in effect or may be amended, restated, supplemented or otherwise modified from time necessary to time in accordance comply with their terms and this Note. Subject to the terms requirements of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all jurisdiction in which such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedProject is located. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (ai) The due With respect to any Tier I Properties and punctual payment Tier II Properties included as a Borrowing Base Property prior to the occurrence of the principal ofQualified Capital Raise, premium a Mortgage, Assignment of Leases and interest on the Notes when Rents, a joinder and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors supplement to the Holders Security Agreement and such other Security Documents relating to such Real Estate, including any amendments to or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the additional Security Documents, which define in order to grant to the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAgent, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders, a first priority lien and security interest (subject to any Liens expressly permitted with respect thereto by §8.2) in such Borrowing Base Property and all assets of the TRS Lessee, duly executed and delivered by the respective parties thereto, and the Collateral AgentAgent shall have recorded such Security Documents, amendments, UCC financing statements or amendments thereto as the Agent may reasonably require. (bii) Notwithstanding anything With respect to any Tier I Properties included as a Borrowing Base Property commencing upon the contrary hereinoccurrence of the Qualified Capital Raise and continuing thereafter, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction such Security Documents or any Security Document relating to the grant, validity, enforceability, perfection Equity Interests in each Subsidiary directly or priority of any Security Interest shall occur, and no Default indirectly owning or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents leasing (including the provisions providing for the possessionTRS Lessee) any such Real Estate, use, release and foreclosure of Collateral) as may be in effect including any amendments to or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the additional Security Documents, the Company shall deliver in order to grant to the Collateral Agent copies Agent, for the benefit of all documents required the Lenders, a first priority lien and security interest (subject to be filed pursuant any Liens expressly permitted with respect thereto by §8.2) in such Equity Interests in each Subsidiary directly or indirectly owning or leasing (including TRS Lessee) such Real Estate and in each other Subsidiary, duly executed and delivered by the respective parties thereto (which with respect to the Security Documentssuch Borrowing Base Property shall include, and will do or cause to be done all such acts and things as may be reasonably if required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contraryAgent, the provisions delivery to Agent of this Section 11.1 are qualified in their entirety by certificates evidencing such Equity Interests together with such transfer powers or assignments as the terms of Agent may reasonably require), and the Security Documents and neither Agent shall have recorded such UCC financing statements or amendments thereto as the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingAgent may reasonably require.

Security Documents. (a) The due and punctual payment Upon delivery of a security interest to the principal ofAgent or any other lender which is a party to the Credit Agreement, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the will concurrently enter into a substantially similar Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral Document for the benefit of the Noteholders holders of the Notes, and within three Business Days thereafter will deliver to each of the Collateral Agent.holders of the Notes the following items: (a) an executed counterpart of such Security Document or joinder agreement in respect of an existing Security Document, as appropriate; (b) Notwithstanding anything to the contrary hereinextent a similar certificate is delivered pursuant to the Credit Agreement, no inaccuracy a certificate signed by the President, a Vice President or breachanother authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Security Document, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1.; (c) The Holderto the extent documents or evidence are delivered pursuant to the Credit Agreement, such documents and evidence with respect to the Company as any holder of the Notes may reasonably request in order to establish the authorization of the transactions contemplated by accepting such Security Document; (d) to the Note, consents and agrees extent an opinion is delivered pursuant to the terms of the Credit Agreement, an opinion of counsel satisfactory to the Required Holders to the effect that such Security Documents (including Document has been duly authorized, executed and delivered and constitutes the provisions providing for legal, valid and binding contract and agreement of the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time Company enforceable in accordance with their its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and this Note. Subject to similar laws affecting the terms enforcement of creditors’ rights generally and by general equitable principles and that the security interest granted therein is effective and has been perfected; and (e) an executed counterpart of an intercreditor agreement or amendment in respect of the Security DocumentsIntercreditor Agreement, as necessary, among the holders of the Notes and each such Person to which the Company shall deliver to is then delivering a Security Document giving rise the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions requirements of this Section 11.1 are qualified in their entirety by 9.10, which agreement or amendment, as the terms case may be, shall provide that the proceeds from the enforcement of any such Security Document shall be shared on an equal and ratable basis with the holders of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingNotes.”

Security Documents. (a) The due Loans and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors amounts outstanding from time to the Holders or the Collateral Agent time under the Note Documents, according to the terms hereof or thereof, Loan Documents shall be secured as provided by: a. A first-priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Security Documents, which define foregoing shall be created by and shall be subject to the terms provisions of the Security Interests that secure the Obligations. The Collateral Agent Agreement and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit provisions of the Noteholders applicable Intercreditor and the Collateral Agent. (b) Notwithstanding anything Subordination Agreement to the contrary hereinextent provided therein. Promptly, no inaccuracy or breachand in any event within one (1) Business Day, following the formation (or, as applicable, incorporation) or acquisition thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first-priority security interest (subject to the DSM Lien) in the membership interests in License Sub A now owned or hereafter acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of any representation, warranty the Pledge Agreement and shall be subject to the provisions of the DSM Intercreditor and Subordination Agreement to the extent provided therein. c. A first-priority security interest (subject to the Ring Island Lien) in the membership interests in License Sub B and all Borrower Subsidiaries hereafter formed now owned or covenant in this Note, the Transaction Documents hereafter acquired by Borrower or any Security Document relating Borrower Subsidiary, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the grantprovisions of the Pledge Agreement and shall be subject to the provisions of the Ring Island Intercreditor and Subordination Agreement to the extent provided therein. d. Notwithstanding the provisions of Sections 2.5(a) through 2.5(c), validityinclusive, enforceabilityLender acknowledges and agrees that: (i) The obligations of Cricket under the DSM Promissory Note shall be secured by a first priority security interest in favor of DSM in and to the membership interests owned by Borrower in License Sub A and the Licenses owned by License Sub A, perfection in each case now owned or priority of any Security Interest shall occurhereafter acquired, and no Default or Event all proceeds and products of Default or other breach such assets (subject to exceptions as set forth in the DSM Security Documents). DSM’s security interests in the foregoing shall be created by and shall be subject to the provisions of the terms hereof or thereunder DSM Security Documents. DSM’s security interest in the foregoing shall occurhave priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to the DSM Lien in such assets and membership interests, in either case, as a result of each case to the collateral agency described extent provided herein and in this Section 11.1the DSM Intercreditor and Subordination Agreement. (cii) The HolderGuaranteed Obligations shall be secured by a first priority security interest in favor of Ring Island in and to (x) the membership interests owned by Borrower or any Borrower Subsidiary in any Borrower Subsidiary (other than License Sub A) and (y) all tangible and intangible personal property, by accepting fixtures and owned real property, in each case now owned or hereafter acquired, of Borrower or any Borrower Subsidiary (other than License Sub A), and all proceeds and products of such assets (subject to exceptions as set forth in the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Ring Island Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest ). Ring Island’s security interests in the Collateral contemplated foregoing shall be created by the Security Documents or any part thereof, as from time and shall be subject to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified the Ring Island Security Documents. Ring Island’s security interest in their entirety by the terms of foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the Security Documents and neither the Company nor any Guarantor foregoing shall be required pursuant subordinated to this Note or any Security Document the Ring Island Lien in such assets and membership interests, in each case to take any action limited by the foregoingextent provided herein and in the Ring Island Intercreditor and Subordination Agreement.

Security Documents. (a) The due and punctual payment of On the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Effective Date, at maturityeach Credit Party shall have duly authorized, by acceleration, repurchase, redemption or otherwise, executed and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided delivered a Pledge Agreement in the Security Documentsform of Exhibit F (as modified, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy amended or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their the terms thereof and this Note. Subject hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Effective Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement") covering all of the Security DocumentsAgreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic Subsidiaries or a division or oper- ating unit of any such Person as debtor and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries as debtor (none of which shall cover 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); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Company Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall deliver be in full force and effect. (c) On the Effective Date, the Collateral Agent shall have received fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent copies (as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, each a "Mortgage" and collectively, the "Mortgages") with respect to each of all documents required to be filed pursuant to the Security DocumentsMortgaged Properties, and will do or cause to be done all such acts and things as may be arrangements reasonably required by the Security Documents, to provide satisfactory to the Collateral Agent shall be in place to provide that counter parts of such Mortgages shall be recorded on the Security Interest Effective Date in all places to the extent necessary or desirable, in the judgment of the Collateral contemplated Agent, effectively to create a valid and enforceable first priority Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, together with: (A) mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances, and such Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that the Collateral Agent in its discretion may reasonably request (to the extent available in the respective jurisdiction of each Mortgaged Property), (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request; (B) surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property designated as "owned" on Annex III hereto, dated a recent date reasonably acceptable to the Collateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor reasonably satisfactory to the Collateral Agent; and (C) such estoppel letters, landlord waiver letters, non-disturbance letters and similar assurances as may have been requested by the Security Documents or any part thereofCollateral Agent, as from time to time constituted, so as to render the same available for the security which letters shall be in form and benefit of this Note secured thereby, according substance reasonably satisfactory to the intent and purposes therein expressedCollateral Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. The Administrative Agent shall have received (ai) The due a reaffirmation agreement, executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on delivered by an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations authorized officer of the Company and the Guarantors each other Loan Party that is party to the Holders or Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) a Subsidiary Joinder Agreement, in form and substance reasonably satisfactory to the Collateral Agent Administrative Agent, executed and delivered by each Subsidiary Guarantor that is not a party to the Existing Credit Agreement and pursuant to which each such new Subsidiary Guarantor becomes a “Securing Party” under the Note DocumentsSecurity Agreement, according to (iii) certificates, if any, representing the terms hereof or thereof, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) (other than the Capital Stock described in Section 6.12(c)) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define and (iv) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the terms Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAdministrative Agent, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Lenders, a perfected Lien on the collateral described therein, prior and the Collateral Agent. superior in right to any other Person (b) Notwithstanding anything other than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the contrary hereinAdministrative Agent in proper form for filing, registration or recordation (it being understood that no inaccuracy account control agreements or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest landlord waivers shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed obtained or otherwise delivered by any of the Loan Parties). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to the Security Documents, and will do documentation or cause to be done all such acts and things as may be arrangements reasonably required by the Security Documents, to provide satisfactory to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of On the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of Initial Borrowing Date the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documentseach domestic Material Subsidiary shall have duly authorized, according to the terms hereof or thereof, shall be secured as provided executed and delivered a Pledge Agreement in the Security Documents, which define the terms form of the Security Interests that secure the Obligations. The Collateral Agent Exhibit F-1 and the U.K. Holding Company shall have duly authorized, executed and delivered a Pledge Agreement in the Holder hereby acknowledge and agree thatform of Exhibit F-2 (collectively, as further set forth belowmodified, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy amended or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their the terms thereof and this Note. Subject hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, the Company and each domestic Material Subsidiary shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance, with the terms thereof and hereof, the "Security Agreement") covering all of the Security DocumentsAgreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name MergerCo, the Company or any of their Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements that name MergerCo, the Company or any of their Domestic Subsidiaries as debtor (none of which shall deliver cover 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); (C) delivery to the Collateral Agent copies of all documents required to be filed pursuant to other recordings and filings of, or with respect to, the Security Documents, and will do or cause to be done all such acts and things Agreement as may be reasonably required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security DocumentsAgreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to provide perfect the security interests purported to the Collateral Agent the Security Interest in the Collateral contemplated be created by the Security Documents Agreement have been taken; and the Security Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, (i) the Company and each of the domestic Material Subsidiaries, if any, other than the Receivables Subsidiary, shall have duly authorized, executed and delivered a Guaranty in the form of Exhibit H (as modified, amended or any part thereof, as supplemented from time to time constituted, so as to render in accordance with the same available for the security terms thereof and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contraryhereof, the provisions "Guaranty"), and (ii) the Company and each of this Section 11.1 are qualified its domestic Material Subsidiaries, if any, other than the Receivables Subsidiary, shall have duly authorized, executed and delivered an Indemnity, Subrogation and Contribution Agreement in their entirety by the form of Exhibit L (as modified, amended or supplemented from time to time in accordance with the terms of thereof and hereof, the Security Documents "Indemnity, Subrogation and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingContribution Agreement").

Security Documents. (ai) The due On or before the Safeline Closing Date, there shall have been duly authorized, executed and punctual payment delivered, in form and substance satisfactory to the Agents, (i) by US Borrower, a Securities Pledge Agreement, in form and substance satisfactory to the Agents, to effect the pledge of not less than 65% of the principal ofcapital stock of UK Borrower, premium and interest on (ii) by UK Borrower, a Securities Pledge Agreement, in form and substance satisfactory to the Notes when Agents, to effect the pledge of not less than 65% of the capital stock of Safeline Limited; and there shall have been delivered to the Administrative Agent, as pledgee thereunder, all of the same pledged securities referred to in any such Securities Pledge Agreement, accompanied by executed and undated stock powers in the case of certificated capital stock (or otherwise pledged in accordance with applicable law), and such Securities Pledge Agreements shall be due in full force and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agenteffect. (bii) Notwithstanding anything On or before the Safeline Closing Date, UK Borrower shall or shall cause to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach be delivered each of the terms hereof following documents and instruments: (1)executed copies of Financing Statements (Form UCC-1) (and foreign equivalents thereof) in appropriate form for filing under the UCC and any other applicable foreign, domestic or thereunder shall occurlocal law, rules or regulation in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) each jurisdiction as may be in effect necessary or may be amended, restated, supplemented or otherwise modified from time appropriate to time in accordance with their terms and this Note. Subject to perfect the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required security interests purported to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated created by the Security Documents to be delivered on the Safeline Closing Date; and (2)certified copies of Requests for Information (Form UCC-11), or equivalent reports or lien search reports, each of a recent date listing all effective financing statements or comparable documents that name any Safeline Loan Party, Safeline Limited or any part thereofof their respective Subsidiaries that will execute a Security Agreement as debtor and that are filed in those jurisdictions in which any of the Collateral is located and the jurisdictions in which any such Safeline Loan Party, as from time Safeline Limited or any such Subsidiary's principal place of business is located, none of which encumber the Collateral covered or intended or purported to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety be covered by the terms of the Security Documents and neither to be delivered on the Company nor any Guarantor shall be required pursuant to this Note or any Safeline Closing Date other than those encumbrances permitted by such Security Document to take any action limited by the foregoingDocuments.

Security Documents. The Second-Lien Lenders each hereby agree and consent to all of the provisions of the Security Documents. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) The due neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and punctual payment is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the principal of, premium and interest on the Notes when and Lenders as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent necessary under the Note Documents, according to the terms hereof or thereof, shall be secured circumstances as provided in Section 9.08), (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Security relevant Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the relevant Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, which define neither Agent shall have any duty to disclose, nor shall it be liable for the terms failure to disclose, any information relating to Holdings, the Borrower or any of the Security Interests subsidiaries thereof that secure is communicated to or obtained by the Obligations. The bank serving as Administrative Agent and/or Collateral Agent and or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the Company and consent or at the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit request of the Noteholders Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its (or its agents’, employees’, advisors’, director’s, officer’s or affiliates’) own gross negligence, bad faith or willful misconduct or breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and the Collateral Agent. (b) Notwithstanding anything non-appealable judgment). Neither Agent shall be deemed to the contrary herein, no inaccuracy or breach, as applicable, have knowledge of any representationDefault or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or covenant representation made in this Noteor in connection with any Loan Document, (ii) the Transaction Documents contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any Security Document relating to of the grantcovenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Security Interest Lien or security interest created or purported to be created under the Collateral Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall occurbe entitled to rely upon, and no Default or Event of Default shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other breach of writing believed by it in good faith to be genuine and to have been signed or sent by the terms hereof proper Person. Each Agent may also rely upon any statement made to it orally or thereunder by telephone and believed by it in good faith to have been made by the proper Person, and shall occur, in either case, as a result of the collateral agency described in this Section 11.1. not incur any liability for relying thereon. Each Agent may consult with legal counsel (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing who may be counsel for the possessionBorrower or any Affiliate thereof), useindependent accountants and other experts selected by it, release and foreclosure of Collateral) as may shall not be liable for any action taken or not taken by it in effect or may be amended, restated, supplemented or otherwise modified from time to time good faith and in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01 or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date or Credit Event specifying its objection thereto. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their terms respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and this Noteto the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities provided for herein as well as activities as Agent. Subject to the terms appointment and acceptance of a successor First-Lien Agent as provided below, any First-Lien Agent may resign at any time by notifying in writing the relevant First-Lien Lenders, each Issuing Bank (if applicable) and the Borrower. Upon receipt of any such notice of resignation of the Security DocumentsAdministrative Agent or the First-Lien Collateral Agent, the Company Required Lenders shall deliver have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. -(149-) If no successor agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its written notice, the resigning Agent may appoint, after consulting with the relevant Lenders and the Borrower, a successor agent from among the relevant Lenders. If no successor agent has accepted appointment as the successor agent by the date which is 60 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the relevant Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Collateral Agent copies holding collateral security on behalf of all documents required any Secured Parties, the resigning Collateral Agent shall continue to be filed pursuant hold such collateral security as nominee until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and will do such other instruments or cause to be done all such acts and things notices, as may be reasonably required by necessary or desirable, or as the Security DocumentsRequired Lenders may request, in order to provide (a) continue the perfection of the Liens granted or purported to the Collateral Agent the Security Interest in the Collateral contemplated be granted by the Security Documents or any part thereof(b) otherwise ensure that the obligations under Section 5.09 are satisfied, as the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from time its duties and obligations under the Loan Documents. The fees payable by the Borrower to time constituted, so as to render a successor Agent shall be the same available for as those payable to its predecessor unless otherwise agreed between the security Borrower and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrarysuch successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 11.1 are qualified 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their entirety respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent. None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in -(150-) circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the terms Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. In case of the Security Documents pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and neither the Company nor Collateral Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any Guarantor demand on the Borrower) shall be required pursuant to this Note entitled and empowered, by intervention in such proceeding or any Security Document to take any action limited by the foregoing.otherwise;

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company pursuant to the Notes, or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Subsidiary Guarantors to under this Indenture, the Holders or Notes, the Collateral Agent under Subsidiary Guarantees and the Note Documents, according to the terms hereof or thereof, Security Documents shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge applicable Subsidiary Guarantors entered into on the Issue Date and agree that, will be secured by the Collateral as further set forth belowin Security Documents hereafter entered into or delivered as required or permitted by this Indenture. The Company shall, and shall cause each Notes Party to, and each Notes Party shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are required by the Security Documents to maintain (at the sole cost and expense of the Company) the security interest created by the Security Documents in the Collateral Agent will hold (other than with respect to any Collateral the Collateral for security interest in which is not required to be perfected under the benefit of the Noteholders and the Collateral AgentSecurity Documents) as a perfected security interest subject only to Permitted Liens. (b) Notwithstanding anything the foregoing, the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Material Real Property) on or prior to the contrary hereinIssue Date and, no inaccuracy with respect to any Collateral (other than Material Real Property), for which security interests have not been granted or breach, as applicable, of any representation, warranty perfected on or covenant in this Note, the Transaction Documents or any Security Document relating prior to the grantIssue Date, validity, enforceability, perfection cause the taking of additional actions required to grant or priority of any Security Interest shall occur, perfect the security interest in the Collateral (other than Material Real Property) required to be pledged under this Indenture and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents within 180 days following the Issue Date (including or such later date as agreed by the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time Notes Collateral Agent). With respect to time in accordance with their terms and this Note. Subject to the terms of the Security DocumentsMaterial Real Property, the Company shall deliver within 180 days following the Issue Date (or such later date as agreed by the Notes Collateral Agent), but only to the extent such deliverables are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Company and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to the Company, Notes Collateral Agent copies and the title company (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys as such requirements are in effect on the date of all documents preparation of such survey, (iii) customary opinions of counsel addressing such matters as are addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be filed maintained pursuant to the Security Documentsmortgages and this Indenture, and will do (v) if required by applicable law, if any portion of any of the Material Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), maintain, or cause to be done maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations together with evidence of such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedacceptable flood insurance coverage. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company pursuant to the Notes, or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Subsidiary Guarantors to under this Indenture, the Holders or Notes, the Collateral Agent under Subsidiary Guarantees and the Note Documents, according to the terms hereof or thereof, Security Documents shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge applicable Subsidiary Guarantors entered into on the Issue Date and agree that, will be secured by the Collateral as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy in Security Documents hereafter entered into or breach, delivered as applicable, of any representation, warranty required or covenant in permitted by this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occurIndenture. The Company shall, and no Default or Event shall cause each Notes Party to, and each Notes Party shall, make all filings (including filings of Default or continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other breach of the terms hereof or thereunder shall occur, in either case, actions as a result of the collateral agency described in this Section 11.1. (c) The Holder, are required by accepting the Note, consents and agrees to the terms of the Security Documents to maintain (including at the provisions providing for sole cost and expense of the possession, use, release and foreclosure of CollateralCompany) as may the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Material Real Property) on or prior to the Issue Date and, with respect to any Collateral (other than Material Real Property), for which security interests have not been granted or perfected on or prior to the Issue Date, cause the taking of additional actions required to grant or perfect the security interest in the Collateral (other than Material Real Property) required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date (or such later date as agreed by the Applicable Possessory Collateral Agent (as defined in the Security Agreement)). With respect to Material Real Property, the Company shall deliver within 90 days following the Issue Date (or such later date as agreed by the Applicable Possessory Collateral Agent (as defined in the Security Agreement)), but only to the extent such deliverables are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Company and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to the Company, Notes Collateral Agent copies and the title company (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys as such requirements are in effect on the date of all documents preparation of such survey, (iii) customary opinions of counsel addressing such matters as are addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be filed maintained pursuant to the Security Documentsmortgages and this Indenture, and will do (v) if required by applicable law, if any portion of any of the Material Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), maintain, or cause to be done maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations together with evidence of such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedacceptable flood insurance coverage. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall Liens contemplated to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors granted to the Holders or the Collateral Agent under the Note DocumentsSecurity Documents shall have been made, according including a mortgage or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the terms hereof or thereof, shall be secured as provided Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which define are expressly permitted by this Agreement to be prior or (b) for which the terms of Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by each Loan Party, duly executed by each Loan Party, the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatapplicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by each Loan Party, as further set forth belowduly executed by each Loan Party, the Collateral Agent will hold and the applicable securities intermediary; (iv) landlord consents in form and substance acceptable to the Administrative Agent; (v) such other documents, instruments and agreements as the Collateral for Agent may reasonably request to create and perfect the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver Liens granted to the Collateral Agent copies of all documents required to be filed pursuant to under the Security Documents, and will do or cause ; and (vi) such other evidence as the Collateral Agent may reasonably request to be done all such acts and things as may be reasonably required by establish that the Security Documents, to provide Liens granted to the Collateral Agent the Security Interest in the Collateral contemplated by under the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security are perfected and benefit of this Note secured thereby, according prior to the intent and purposes therein expressedLiens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment Each of the principal ofSecurity Documents has been duly authorized by the Obligors and, premium when executed and interest on delivered by such Obligors, will (assuming the Notes when due authorization, execution and delivery in accordance with its terms by each of the other parties thereto) constitute a legally valid and binding agreement of the Obligors, enforceable against each of the Obligors in accordance with its terms, except as the same shall enforcement thereof may be due limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights and payableremedies of creditors or by general equitable principles. The Security Documents, whether on an Interest Payment Datewhen executed and delivered in connection with the sale of the Securities, at maturitywill create in favor of the Collateral Trustee for the benefit of itself, by accelerationthe Trustee, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on holders of the Notes and performance the other secured parties, valid and enforceable security interest in and liens on the Collateral and, upon the filing of all other Obligations Uniform Commercial Code financing statements in the applicable United States jurisdictions and the taking of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documentsother actions, according to the terms hereof or thereof, shall be secured in each case as provided further described in the Security Documents, which define the terms security interests in and liens on the rights, title and interest of the Obligors in such Collateral will be perfected security interests and liens, superior to and prior to the liens of all third persons other than the Permitted Liens or as otherwise provided in the relevant Security Interests that secure Document. Any certificate signed by an officer of an Obligor and delivered to the Obligations. The Collateral Agent Initial Purchaser or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by such Obligor to each Initial Purchaser as to the Company and the Holder hereby acknowledge and agree that, as further matters set forth belowtherein. Each Obligor acknowledges and agrees that the Initial Purchasers and, for purposes of the Collateral Agent will hold opinions to be delivered to the Collateral Initial Purchasers pursuant to Sections 5(c) and 5(d), counsel for the benefit Obligors and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the Noteholders representations and warranties of the Collateral Agent. (b) Notwithstanding anything to Obligors and compliance by the contrary Obligors with their agreements set forth herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating and each Obligor hereby consents to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1such reliance. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due Each Lender hereby further authorizes Administrative Agent, on behalf of and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of Lenders, to enter into each Security Document as secured party, and each Lender agrees to be bound by the Noteholders and the Collateral Agent. terms of each Security Document; provided that Administrative Agent shall not (bi) Notwithstanding anything enter into or consent to the contrary hereinany written amendment, no inaccuracy modification, termination or breach, as applicable, waiver of any representation, warranty or covenant provision contained in this Note, the Transaction Documents or any Security Document relating to the grantDocument, validity, enforceability, perfection or priority of (ii) release any Security Interest shall occur, and no Default Collateral (except as otherwise expressly permitted or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Security Document, it being understood and agreed that all rights and remedies under the Security Documents (including the provisions providing may be exercised solely by Administrative Agent for the possession, use, release and foreclosure benefit of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time Lenders in accordance with their terms and this Note. Subject to the terms thereof, and (2) in the event of a foreclosure by Administrative Agent on any of the Security DocumentsCollateral pursuant to a public or private sale, Administrative Agent or any Lender may be the Company purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall deliver to otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all sold at any such acts and things as may be reasonably required by the Security Documentspublic sale, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or use and apply any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither Obligations as a credit on account of the Company nor purchase price for any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited collateral payable by the foregoingAdministrative Agent at such sale.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall security interests contemplated to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors granted to the Holders or Administrative Agent and the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define including the terms mortgages and deeds of the Security Interests that secure the Obligations. The Collateral Agent trust referred to in Section 4.5(m) below, shall have been made, and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Administrative Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything shall have received evidence satisfactory to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of it that the Security Documents (including are in full force and effect and the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit filings which evidence Liens of this Note secured thereby, according other Persons in Collateral acquired subsequent to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof Refinancing Term Loan Disbursement Date which are prior to the contraryLiens granted to the Administrative Agent in this Agreement, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor other Loan Documents, except for any Guarantor shall such prior Liens (A) which are expressly permitted by this Agreement to be required pursuant prior or (B) for which the Administrative Agent has received a termination statement; (ii) such other documents, instruments and agreements as the Administrative Agent may reasonably request to this Note create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Document Documents and the other Loan Documents; and (iii) such other evidence as the Administrative Agent may request to take establish that the Liens granted to the Administrative Agent or any action limited Lender in this Agreement, the Security Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by the foregoingthis Agreement to be prior.

Security Documents. On the Initial Borrowing Date, the Borrower and its Domestic Subsidiaries shall have duly authorized, executed and delivered the following: (ai) The due the Security Agreement in the form of Exhibit H the “Security Agreement”) covering all of such Persons’ present and punctual payment future Security Agreement Collateral, together with: (A) proper financing statements (Form UCC-1 or the equivalent) or other Perfection Documents fully executed (as appropriate) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the principal ofAdministrative Agent, premium desirable, to perfect the security interests purported to be created by the Security Agreement to the extent such perfection is required thereby (not including local filings in respect of personal property located outside the United States); (B) copies of requests for information or copies, or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or any of its Subsidiaries as debtor and interest that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Notes when and Initial Borrowing Date or as otherwise deemed appropriate by the same Administrative Agent, together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations cover any of the Company and the Guarantors Collateral except (x) to the Holders extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent under shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully authorized or executed for filing); (C) a perfection certificate duly executed by a Responsible Officer of the Note Documents, according Borrower in form and substance satisfactory to the terms hereof or thereofAdministrative Agent; and (D) evidence that all other actions necessary or, shall be secured as provided in the reasonable opinion of the Administrative Agent, desirable (including the receipt of the respective control agreements referred to in the Security Documents, which define Agreement) to perfect and protect the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required security interests purported to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required created by the Security Documents, to provide Agreement (to the Collateral Agent extent such perfection is required thereby) have been, or will be, substantially contemporaneously with the initial Borrowing, taken, and the Security Interest Agreement shall be in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security full force and benefit of this Note secured thereby, according to the intent and purposes therein expressed.effect; and (dii) Notwithstanding any provision hereof to the contrarySenior Creditor Intercreditor Agreement, the provisions of this Section 11.1 are qualified in their entirety duly executed by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingall parties thereto.

Security Documents. (a) The due and punctual Subject to the Intercreditor Agreements, the payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other Obligations obligations of the Company Issuer and the Guarantors to under this Indenture, the Holders or Notes, the Collateral Agent under Guarantees and the Note Documents, according to the terms hereof or thereof, Security Documents shall be secured as provided in the Security DocumentsDocuments by the Issuer and the Guarantors that are Domestic Subsidiaries, which define the terms of Issuer and the applicable Guarantors entered into on the Issue Date and on the date hereof and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture and the Security Interests that secure Documents. Subject to the Obligations. The Collateral Agent Intercreditor Agreements, the Issuer shall, and the Company and the Holder hereby acknowledge Issuer shall, cause each Guarantor that is a Domestic Subsidiary to make all filings (including filings of continuation statements and agree that, amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as further set forth beloware necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company, the Collateral Agent will hold Issuer and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral for (other than with respect to any Collateral the benefit of security interest in which is not required to be perfected under the Noteholders Security Documents) as a perfected security interest subject only to Permitted Liens and the Collateral AgentLiens permitted by Section 4.12. (b) Notwithstanding anything the foregoing, but subject to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this NoteIntercreditor Agreements, the Transaction Documents Issuer shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or any Security Document relating prior to the grantIssue Date and on the date hereof and, validitywith respect to any Collateral (other than Excluded Property), enforceability, perfection for which security interests have not been granted or priority of any Security Interest shall occur, and no Default perfected on or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees prior to the terms Issue Date and on the date hereof, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date and the date hereof (including or such later date as provided for in the provisions providing for the possession, use, release and foreclosure of Collateral) Security Documents or as may be agreed by the First Lien/Second Lien Intercreditor Agent, in effect the case of the Non-ABL Priority Collateral, or may be amendedthe ABL Facility Agent, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Notethe case of the ABL Priority Collateral). Subject to the terms of the Security DocumentsIntercreditor Agreements, with respect to Mortgaged Properties, the Company Issuer and the Guarantors that are Domestic Subsidiaries shall use commercially reasonable efforts to deliver within 120 days following the Issue Date and the date hereof (or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to the extent such deliverables (“Deliverables”) were provided to the holders of the First-Priority Obligations or the ABL Obligations in connection with their mortgages on such property, as the case may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer and the Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such Mortgage certified to the Company, the Issuer, the Collateral Agent copies and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and sufficient for the title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of all documents counsel addressing such matters as were addressed in the comparable opinions provided to the holders of First-Priority Obligations and the ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) evidence of insurance required to be filed maintained pursuant to the Security DocumentsMortgages and this Indenture, and will do or cause to be done all such acts and things as may be reasonably (v) if required by the Security Documentsapplicable law, to provide flood hazard determination certificates and, if required, notices to the Collateral Agent the Security Interest record owner of any improvements in the Collateral contemplated by the Security Documents or any part thereofa special flood hazard area, as from time to time constituted, so as to render the same available for the security and benefit together with evidence of this Note secured thereby, according to the intent and purposes therein expressedacceptable flood insurance coverage. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Notes Obligations and the performance of all other Obligations obligations of the Company Notes Parties under this Indenture, the Notes, the Guarantees and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, other Notes Documents shall be secured as provided in the Security Documents, which define the terms Issuers and the applicable Guarantors will enter into on the Issue Date and will be secured by Security Documents thereafter delivered as required or permitted by this Indenture. The Notes Parties shall, and shall cause each of their respective Subsidiaries to, make all filings (including filings of continuation statements and amendments to UCC financing statements and PPSA financing statements that may be necessary to continue the effectiveness of such UCC financing statements and PPSA financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Notes Parties, and their respective Subsidiaries) the security interest created by the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, Documents in the Collateral Agent will hold (other than with respect to any Collateral the Collateral for security interest in which is not required to be perfected under the benefit of the Noteholders Security Documents) as a perfected security interest subject only to Permitted Liens and the Collateral AgentLiens permitted by Section 4.12. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Noteforegoing, the Transaction Documents Notes Parties shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or any Security Document relating perfected on the Issue Date, use commercially reasonable efforts to cause the grant, validity, enforceability, perfection taking of additional actions required to grant or priority of any Security Interest shall occur, perfect the security interest in the Collateral required to be pledged under this Indenture and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including within 30 days following the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedIssue Date. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due Loans and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors amounts outstanding from time to the Holders or the Collateral Agent time under the Note Documents, according to the terms hereof or thereof, Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Security Documents, which define foregoing shall be created by and shall be subject to the terms provisions of the Security Interests that secure Agreement and shall be subject to the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit provisions of the Noteholders Intercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the Collateral Agent. formation (b) Notwithstanding anything to the contrary herein, no inaccuracy or breachor, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the DSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of DSM in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets; provided, however, that in no event shall the portion of the obligations secured by the Lien on the collateral under the DSM Security Documents exceed $200,000,000 minus (1) the amount of the Special Distributions actually made to the DSM Members pursuant to Section 3.1(b) of the LLC Agreement, minus (2) any representation, warranty or covenant in this Note, amounts received by DSM from time to time from the Transaction Documents Borrower or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach Borrower Subsidiary in respect of the terms hereof or thereunder shall occurobligations under the DSM Security Documents, in either case, whether as a result of payments by the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms Borrower or any of the Security Documents (including Borrower Subsidiaries to DSM or as a result of DSM’s exercise of rights or remedies under the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the DSM Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according combination thereof (except to the intent extent that DSM is required to turn over or otherwise pay the estate of the Borrower or any Borrower Subsidiary any amount so received). DSM’s security interests in the foregoing shall be created by and purposes therein expressed. (d) Notwithstanding any provision hereof shall be subject to the contrary, the provisions of this Section 11.1 are qualified the DSM Security Agreement and the DSM Pledge Agreement. DSM’s security interest in their entirety by the terms of foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the Security Documents and neither the Company nor any Guarantor foregoing shall be required pursuant subordinated to this Note or any Security Document the DSM Lien in such assets and membership interests, in each case to take any action limited by the foregoingextent provided herein and in the Intercreditor and Subordination Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest accrued and unpaid interest, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuer pursuant to the Notes or by a Note Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and the performance of all other Obligations obligations of the Company Issuer and the Note Guarantors to the Holders or the Collateral Agent under the Note DocumentsDocuments and payment of any Other Pari Passu Obligations, according to the terms hereof or thereofif any, shall will be secured as provided in the Security Documents, which define Documents (subject to the terms of the Intercreditor Agreement) to be entered into by the Issuer, the Note Guarantors and the Collateral Agent (and, to the extent applicable, the representative of the holders of Other Pari Passu Obligations) as required or permitted by this Indenture. (a) The Issuer shall, and shall cause each Note Guarantor to, and each Note Guarantor shall execute the Collateral Agreement and each other Security Interests Document necessary to create a Lien in all the assets of the Issuer and each Note Guarantor securing First Priority Lien Obligations on the Issue Date (other than Excluded Assets), joinders to the applicable Intercreditor Agreement, and make all filings and take all other actions as are necessary or required by the Security Documents to establish and maintain (at the sole cost and expense of the Issuer and the Note Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest. In the case of real property owned by the Issuer or a Note Guarantor on the Issue Date that is subject to a mortgage that secures the First Priority Lien Obligations other than Excluded Assets, the Issuer or any Note Guarantor, as applicable, shall also deliver (the following, collectively, “Mortgage Deliverables”), but, if a Credit Agreement was in effect when mortgages were put in place to secure First Priority Lien Obligations, only to the Obligations. The extent such deliverables were provided to the holders of the First Priority Lien Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer and the Note Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to the Issuer, Collateral Agent and the Company title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and dated (or redated) not earlier than six months prior to the Holder hereby acknowledge date of delivery thereof under such Credit Agreement, (iii) a customary Opinion of Counsel addressing such matters as were addressed in the comparable opinion provided to the holders of First Priority Lien Obligations, (iv) evidence of insurance required to be maintained pursuant to the mortgages and agree thatthis Indenture, as further set forth belowand (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the Collateral Agent will hold the Collateral for the benefit record owner of the Noteholders and the Collateral Agentany improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. (b) Notwithstanding anything the foregoing or the provisions of any other Note Document, (i) if perfected security interests in any property or any applicable Mortgage Deliverables are not provided on the Issue Date, the Issuer and the Note Guarantors need not provide such security interests or applicable Mortgage Deliverables on such date, but shall use commercially reasonable efforts to provide such perfected security interests or Mortgage Deliverables within 120 days from such date and (ii) with respect to any mortgage required to be delivered by Section 11.01(b), such mortgage may be provided in the form of a new instrument and/or amendments to any existing instruments so long as (A) the mortgagee under such existing instrument is the Collateral Agent or has otherwise agreed to act as agent for the holders of the Note Obligations, and (B) the Mortgage Deliverables are delivered in connection with the amendment to such existing instrument, provided if such mortgage is in the form of an amendment, the title policy may be in the form of an endorsement to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1existing title insurance policy. (c) The HolderIf the Issuer or any Note Guarantor acquires any property that is required to be Collateral pursuant to Article IV, by accepting or any Restricted Subsidiary becomes a Note Guarantor that is required to pledge its assets as Collateral pursuant to Article IV, the NoteIssuer or such Note Guarantor shall execute a joinder to an existing Security Document or enter into a new Security Document (in each case, consents and agrees to the terms of the Security Documents extent necessary to cause such asset be so pledged), and take all steps necessary to validly perfect such Lien, subject to no prior Liens other than Permitted Liens (including the provisions First Priority Liens on such assets). To the extent that the Issuer or such Note Guarantor are entering into a joinder, entering into a new Security Document, providing for Mortgage Deliverables (in the possessioncase of real property) or taking other steps to perfect such Lien in order to secure First Priority Lien Obligations or ABL Obligations, use, release and foreclosure of Collateral) the Issuer or such Note Guarantor may take the same steps in connection with this Indenture (with such changes as may be in effect or may be amended, restated, supplemented or otherwise modified from time are appropriate to time in accordance with their terms and this Note. Subject to reflect the terms applicable priority of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by Lien consistent with the terms of the Security Documents and neither the Company nor Liens being created on the Issue Date), which shall satisfy the obligations hereunder, and the Trustee and the Collateral Agent, as applicable, are authorized and directed to execute any documentation consistent therewith. (d) The Issuer and each Note Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required pursuant under any applicable law, to this Note or any ensure that the Liens of the Security Document to take any action limited Documents on the Collateral remain perfected with the priority required by the foregoingSecurity Documents, all at the expense of the Issuer and Note Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same Administrative Agent shall be due and payable, whether on have received an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms executed counterpart of the Security Interests that secure Agreement, in form and substance reasonably acceptable to the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAdministrative Agent, dated as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Closing Date, duly executed and the Collateral Agent. (b) Notwithstanding anything delivered by each Obligor, together with all documents required to the contrary herein, no inaccuracy be delivered or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of filed under the Security Documents (including other than those to be delivered following the provisions providing for Closing Date pursuant to Section 8.17) and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the possessionSecurity Documents to be effected, use, release given or made in order to establish a valid and foreclosure of Collateral) as may be perfected first priority security interest in effect or may be amended, restated, supplemented or otherwise modified from time to time the Collateral in accordance with their terms and this Note. Subject to the terms of the Security Documents, including: (i) in the Company shall deliver case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent copies of all documents and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security Documents, and will do Agreement; (iii) UCC-3 termination statements and/or any equivalent termination statements or cause satisfaction statements required to be done delivered to any other registries, if any, necessary to release all such acts Liens and things as may be reasonably required by other rights of any Person in any collateral described in the Security DocumentsAgreement previously granted by any Person (other than with respect to Permitted Liens); (iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Agreement, to provide each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. The Lender shall have received the security agreements and related documents listed on Schedule 5.10 (the “Security Documents”), each in form and substance satisfactory to the Lender and the Borrower, together with (a) The due and punctual payment certificates evidencing all of the principal ofissued and outstanding Capital Securities owned by Holdings, premium the Borrower or any Subsidiary in the Borrower and interest on the Notes when and as Subsidiaries (other than the same Excluded Subsidiaries), which certificates in each case shall be due accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated, confirmation and payable, whether on an Interest Payment Date, at maturity, evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on Lender in accordance with all laws applicable to the Notes and performance of all other Obligations perfection of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms pledge of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agentsuch Capital Securities. (b) Notwithstanding anything to the contrary herein, no inaccuracy financing statements or breach, as applicable, of any representation, warranty or covenant appropriate security registration forms suitable in this Noteform for naming Holdings, the Transaction Documents or any Security Document relating to Borrower and each Subsidiary (other than the grantExcluded Subsidiaries) as a debtor and the Lender as the secured party, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof similar instruments or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees documents to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) be filed under all jurisdictions as may be necessary or, in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms opinion of the Security DocumentsLender, desirable to perfect the Company shall deliver to security interests of the Collateral Agent copies of all documents required to be filed Lender pursuant to the Security Documents; (c) termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Borrower or any Subsidiary (other than the Excluded Subsidiaries), and will do or cause to be done all (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such acts and things other termination statements as the Lender may be reasonably required by request from Holdings, the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents Borrower or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed.Subsidiary; (d) Notwithstanding any provision hereof landlord access agreements and bailee letters in form and substance satisfactory to the contraryLender from each landlord to Holdings, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note Borrower or any Security Document to take Subsidiary and each other Person that has possession of any action limited by collateral securing the foregoingObligations; 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 Documents. (a) The due All Security Documents theretofore executed and punctual payment of delivered in connection with the principal ofOriginal Financing Agreement and the Existing Financing Agreement and together with any amendments, premium supplements or modifications thereto and interest on any other Security Documents executed and delivered in connection with the Notes when and as the same Term Loans shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance sufficient to create in favor of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent and the Lenders a legal, valid and enforceable first priority security interest (except for Permitted Liens under Subsections (e) and (m) of the Note Documents, according definition of Permitted Liens) in and to the terms hereof Collateral. All filings, recordings and deliveries of instructions and other actions necessary or thereofdesirable in the opinion of the Collateral Agent, shall be secured as the Lenders or their respective counsel in order to protect, preserve and perfect the Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except the entering into of amendments to each of the Security Documents, which define Documents that reflect the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further Debt Restructuring set forth belowin this Agreement, which shall be completed in accordance with Section 8.1(q) of this Agreement) shall have been duly executed by the Collateral Agent will hold the Collateral for the benefit of the Noteholders Borrower and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breachits Subsidiaries, as applicable, and registered, or filed for registration and a certified copy of any representationthe registered agreement or deed or of the official receipt or other document evidencing such registration or filing, warranty or covenant in this Noteas the case may be, the Transaction Documents or any Security Document relating shall have been delivered to the grantCollateral Agent. Except as contemplated by Section 8.1(t) of this Agreement, validityall fees, enforceabilitytaxes, perfection expenses and other costs related to the filing and/or registration and/or recording of such Security Documents shall have been paid in full by the Borrower, and certified copies of the receipts thereof shall have been delivered to the Administrative Agent; provided, however, that the Borrower shall not be responsible for any such fees, taxes, expenses or priority other costs in connection with the filing of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, Documents as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms assignment of the Assigned Indebtedness from Nortel to MSSF; provided further, however, that the Borrower shall be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms a result of the Security Documents, change of the Company shall deliver collateral agent from Nortel to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium (including any applicable Prepayment Premium), if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuers pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Note Guarantees, the payment of all other Obligations under this Indenture and the performance of all other Obligations obligations of the Company Issuers and the Subsidiary Guarantors to under this Indenture, the Holders or the Collateral Agent under Notes, the Note Documents, according to Guarantees and the terms hereof or thereof, Security Documents shall be secured as provided in the Security DocumentsDocuments and subject to the Collateral Trust and Intercreditor Agreement and the Intercreditor Agreement, which define the terms Issuers and the applicable Subsidiary Guarantors shall enter into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Security Interests that secure the Obligations. The Collateral Agent Issuers and the Company and Restricted Subsidiaries) the Holder hereby acknowledge and agree that, as further set forth below, security interest created by the Security Documents in the Collateral Agent will hold (other than with respect to any Collateral the Collateral for security interest in which is not required to be perfected under the benefit of Security Documents) as a continuing perfected security interest on no less than a second-priority ranking subject only to Permitted Liens and otherwise comply with the Noteholders and the Collateral AgentSecurity Documents. (b) Notwithstanding anything the foregoing, on or prior to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this NoteIssue Date, the Transaction Documents or any Security Document relating Issuers and the Subsidiary Guarantors shall perfect security interests in all Collateral in which a security interest may be perfected under the UCC by filing a financing statement in the relevant jurisdictions (collectively, “Closing Date Collateral”), and the Issuers and the Subsidiary Guarantors shall use commercially reasonable efforts to (x) perfect all security interests in all owned and leased real properties to be mortgaged as security for the Second Priority Lien Obligations (collectively, “Real Property Collateral”) and to deliver all related title insurance policies, surveys, opinions and other customary real property documentation required to evidence perfection (collectively, “Real Property Requirements”) and (y) perfect all security interests in all other Collateral that is not Closing Date Collateral (including cash), in each case of clauses (x) and (y), by the Issue Date. In the event the security interests in the Real Property Collateral have not been perfected through the recordation of mortgages in the relevant jurisdictions and/or the Real Property Requirements have not been satisfied by the Issue Date, the Issuers shall use commercially reasonable efforts to cause such security interests in such Real Property Collateral to be perfected and to cause such Real Property Requirements to be satisfied within 90 days following the Issue Date (and, to the grantextent such security interests in such Real Property Collateral have not been perfected or such Real Property Requirements have not been satisfied by such date, validity, enforceability, perfection or priority of any Security Interest shall occur, to continue to use commercially reasonable efforts to cause such security interests in such Real Property Collateral to be perfected and no Default or Event of Default or other breach of the terms hereof or thereunder shall occurto cause such Real Property Requirements to be satisfied, in either each case, as a result of soon as practicable thereafter). In the collateral agency described event the security interests in this Section 11.1. any other Collateral that is not Closing Date Collateral (cincluding cash) The Holderhave not been perfected by the Issue Date, by accepting the NoteIssuers shall use commercially reasonable efforts to cause such security interests in such Collateral to be perfected within 45 days following the Issue Date (and, consents and agrees to the terms of the Security Documents (including the provisions providing for the possessionextent such security interests in such Collateral have not been perfected by such date, use, release and foreclosure of Collateral) as may be to continue to use commercially reasonable efforts to cause such security interests in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the such Collateral Agent copies of all documents required to be filed pursuant to the Security Documentsperfected, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereofeach case, as from time to time constituted, so soon as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedpracticable thereafter). (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other Obligations obligations of the Company Issuer and the Guarantors to under this Indenture, the Holders or Notes, the Collateral Agent under Guarantees and the Note Documents, according to the terms hereof or thereof, Security Documents shall be secured as provided in the Security Documents, which define the terms Issuer and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Security Interests that secure the Obligations. The Collateral Agent Issuer and the Company and Restricted Subsidiaries) the Holder hereby acknowledge and agree that, as further set forth below, security interest created by the Security Documents in the Collateral Agent will hold (other than with respect to any Collateral the Collateral for security interest in which is not required to be perfected under the benefit of the Noteholders Security Documents) as a perfected security interest subject only to Permitted Liens and the Collateral AgentLiens permitted by Section 4.12. (b) Notwithstanding anything the foregoing, the Issuer shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the contrary hereinIssue Date and, no inaccuracy with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or breach, as applicable, of any representation, warranty perfected on or covenant in this Note, the Transaction Documents or any Security Document relating prior to the grantIssue Date, validity, enforceability, perfection use commercially reasonable efforts to cause the taking of additional actions required to grant or priority of any Security Interest shall occur, perfect the security interest in the Collateral required to be pledged under this Indenture and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents within 90 days following the Issue Date (including the provisions providing for the possession, use, release and foreclosure of Collateral) or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in effect the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral). With respect to Mortgaged Properties, the Issuer shall use commercially reasonable efforts to deliver within 90 days following the Issue Date (or such later date as may be amendedagreed by the First Lien/Second Lien Intercreditor Agent, restatedin the case of the Non-ABL Priority Collateral, supplemented or otherwise modified from time the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to time the extent such deliverables (“Deliverables”) were provided to the holders of the First-Priority Obligations or the ABL Obligations in accordance connection with their terms mortgages on such property, as the case may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer and this Note. Subject the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such Mortgage certified to the terms of the Security DocumentsIssuer, the Company shall deliver to the Collateral Agent copies and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and sufficient for the title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of all documents counsel addressing such matters as were addressed in the comparable opinions provided to the holders of First-Priority Obligations and the ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) evidence of insurance required to be filed maintained pursuant to the Security DocumentsMortgages and this Indenture, and will do or cause to be done all such acts and things as may be reasonably (v) if required by the Security Documentsapplicable law, to provide flood hazard determination certificates and, if required, notices to the Collateral Agent the Security Interest record owner of any improvements in the Collateral contemplated by the Security Documents or any part thereofa special flood hazard area, as from time to time constituted, so as to render the same available for the security and benefit together with evidence of this Note secured thereby, according to the intent and purposes therein expressedacceptable flood insurance coverage. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The Following any Reversion Date, the due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note DocumentsNotes, according to the terms hereof hereunder or thereofthereunder, shall will be secured by Security Documents to be delivered as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligationsrequired by this Indenture. The Collateral Agent Trustee and the Company and the Holder Issuers hereby acknowledge and agree that, as further set forth below, that the Collateral Agent will hold the Collateral in trust for the benefit of the Noteholders Holders and the Collateral AgentTrustee, in each case pursuant and subject to the terms of the Security Documents. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Each Holder, by accepting the Noteits acceptance thereof, consents and agrees to the terms of the Security Documents to be delivered following any Reversion Date (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of CollateralCollateral and the terms of the Intercreditor Agreement) as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms and the terms of this NoteIndenture (which shall be in the same form as the Security Documents entered into in connection with the issuance of the Existing Notes, except as otherwise provided in this Indenture) and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Subject Each Holder, by its acceptance thereof, following any Reversion Date, (i) authorizes the Trustee to appoint the Authorized Representative to act on its behalf as the Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (iii) authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith and (iv) authorizes the Trustee and the Authorized Representative to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the Company shall deliver First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Authorized Representative and the Trustee, as applicable, to, following any Reversion Date, enter into the Intercreditor Agreement (or any joinder or supplement thereto) (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent or the Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the written request of the Issuers; provided that the Issuers will have delivered to the Collateral Agent copies or the Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of all documents required to be filed pursuant Counsel to the Security Documents, effect that such other intercreditor agreement is authorized or permitted by this Indenture and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents and that all conditions precedent thereto have been met or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedwaived. (d) Notwithstanding the foregoing, the Issuers shall not be required to create or perfect pledges of, or security interests in, or take other actions with respect to any provision hereof Excluded Assets. The Collateral Agent shall, at the written direction of the Holders, grant extensions of time for the perfection of security interests in particular assets and the delivery of assets where perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required and any extensions of time or waivers as are granted by the Credit Agreement Agent or the administrative agent under the Credit Agreement for the comparable requirement under the Credit Agreement or any related loan document or the applicable collateral agent under any indenture governing the Existing Notes or any related collateral document shall automatically be granted under this Indenture and the Security Documents. No actions required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign intellectual property). No actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) owing to the contraryIssuers or any Guarantor that is evidenced by a note in excess of $7,500,000, the provisions Indebtedness of this Section 11.1 any Non-Guarantor Subsidiary that is owing to any Issuer or any Guarantor and certificated Equity Interests of wholly owned Restricted Subsidiaries that are qualified in their entirety by the terms of Material Subsidiaries otherwise required to be pledged pursuant to the Security Documents and Agreement). In addition, neither the Company any Issuer nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by not taken for the foregoingCredit Agreement (so long as such Credit Agreement is in place).

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes Note when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Note and performance of all other Obligations obligations of the Company and the Guarantors to the Holders or under this Agreement and the Collateral Agent under the Note DocumentsNote, according to the terms hereof hereunder or thereofthereunder, shall be are secured as provided in the Security Documents, Documents which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and has entered into simultaneously with the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit execution of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) Agreement. The Holder, by accepting the Noteits acceptance thereof, consents and agrees to the terms of the Security Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms and this Noteits terms. Subject to the terms of the Security Documents, the The Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to provide assure and confirm to the Collateral Agent Holders, the Security Interest security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Note secured therebyhereby, according to the intent and purposes therein herein expressed. The Company will take, and will cause its Subsidiaries to take, upon request of the Holders, any and all actions required to cause the Security Documents 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 Collateral, for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Notwithstanding any provision hereof Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the contraryCollateral will cease and such cash dividends, interest and other payments will be paid to the provisions Collateral Agent; (e) Upon the occurrence and during the continuance of this Section 11.1 are qualified an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in their entirety the Holders, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Collateral Agent, in accordance with the provisions of this Agreement, will distribute all funds distributed under the Security Documents and neither received by the Collateral Agent for the benefit of the holders of the Note. (f) If at any time after the Issue Date there is a change in PRC law or interpretation in PRC law that permits the encumbrance of the WFOE’s assets or Property by a Lien without the approval of any governmental body of the PRC, then the Company nor any Guarantor shall cause the WFOE to, concurrently: (i) execute and deliver to a Security Document upon substantially the same terms granting a Lien upon such property for the benefit of the Holders, which Lien shall be first priority if such assets or Property is not then encumbered by any other Lien (other than Liens required pursuant by law) or a second priority Lien if such assets or Property is at that time so encumbered; (ii) cause the Lien to be granted in such Security Document to be duly perfected in any manner permitted by law; and (iii) deliver to the Holders an Opinion of Counsel confirming as to such Security Document the matters set forth as to the Security Documents and Liens thereunder in the Opinions of Counsel delivered to holders on the Issue Date and, if the property subject to such Security Document is an interest in real estate, such local counsel opinions, insurance policies, surveys and other supporting documents as the Holders may reasonably request. (g) Notwithstanding (i) anything to the contrary contained in this Agreement, the Security Documents, the Note or any other instrument governing, evidencing or relating to any Debt, (ii) the time, order or method of attachment of any Liens, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors, the Liens will rank at least equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Agreement to exist and to rank equally and ratably with the Note and the Guaranties. (h) Each Holder acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or in the Security Documents, no breach or default of the Company or its Subsidiaries shall exist or arise under this Agreement or under any Security Document in the event that any Onshore Agreement or any Lien created thereunder is terminated, invalidated, deregistered, defaulted, not perfected or no longer in force and effect due to take any action limited by an OSPA Pledgee Transfer Event (as defined in Section 18.06(h)), provided that if a Holder is designated and agrees to act as the foregoing“Pledgee” under and enter into the relevant replacement Onshore Agreement upon or following an OSPA Pledgee Transfer Event, then the Company shall use its reasonable best efforts to submit such replacement Onshore Agreement to the local counterpart of MOFCOM in the relevant jurisdiction and obtain approval from SAFE (if required) and the SAIC for registration with the SAIC within six (6) months of the date that the initial application for approval has been submitted, subject to the completion of the deregistration of the original Onshore Agreement at the relevant Governmental Authorities and the delivery from such Holder of information and documentation as may be reasonably required to effect the application to MOFCOM.

Security Documents. (a) The due and punctual payment of In each case, to the principal of, premium and interest on the Notes when and as extent the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors not have been previously delivered to the Holders or the Collateral Agent under the Note DocumentsAdministrative Agent, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (and Additional Security Document, including the provisions providing for Subsidiary Guarantee and Security Agreement of LSGR Holding, shall have been duly executed and delivered by each of the possession, use, release Credit Parties party thereto and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject there shall have been delivered to the terms Administrative Agent: (i) executed financing statements for filing under the provisions of the Security DocumentsUCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Company shall deliver to the Collateral Administrative Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest a perfected first priority Lien in the Collateral contemplated acquired in the Summersun Acquisition and the assets transferred in connection with the formation of LSGR Holdings as to which a security interest may be perfected by the filing of a financing statement, which Lien shall be superior to and prior to the rights of all third persons and subject to no other Liens; (ii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Summersun and which are filed in any jurisdiction in which any of such Collateral is located and the jurisdiction in which such Person's principal place of business is located (none of which shall cover the Collateral covered, or purported to be covered, by the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of the completion of all recordings and filings (or any part thereof, as from time of the making of arrangements to time constituted, so as to render file contemporaneously with the same available for the making of additional Borrowings contemplated hereby) of each such Security Document and delivery of such other security and benefit other documents as may be necessary or, in the opinion of this Note secured therebythe Administrative Agent, according desirable to perfect the intent Liens created, or purported or intended to be created, by such Security Documents; and purposes therein expressed. (dv) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety payoff letters executed by the terms holders of any Indebtedness reflected as being paid as of the Security Documents Summersun Acquisition Closing Date on Schedule A hereto setting forth the amount required to discharge such Indebtedness, and neither evidence that the Company nor any Guarantor shall proceeds of the Summersun Term A Loans and Summersun Term B Loans will be required pursuant used to this Note or any Security Document to take any action limited by the foregoingso discharge such Indebtedness.

Security Documents. The Administrative Agent shall have received (ai) The due a reaffirmation agreement, executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on delivered by an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations authorized officer of the Company and the Guarantors each other Loan Party that is party to the Holders or Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define in each cash, other than any such certificates, stock powers, and instruments already in the terms possession of the Security Interests that secure the Obligations. The Collateral Administrative Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees pursuant to the terms of the Security Agreement, and (iii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents (including or under law or reasonably requested by the provisions providing Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the possessionbenefit of the Lenders, usea perfected Lien on the collateral described therein, release prior and foreclosure of Collateral) as may superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be in effect or may required to be amended, restated, supplemented obtained or otherwise modified from time delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to time in accordance with their terms deliver to the Administrative Agent the certificates, undated stock powers and this Note. Subject instruments required by clause (ii) above or updated Intellectual Property short-form security agreements required pursuant to the terms of the Security DocumentsAgreement, such certificates, stock powers, instruments or Intellectual Property short-form security agreements are not delivered as of the Company Third Restatement Effective Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall deliver not be a condition to the Collateral Agent copies agreement of all documents each Lender to make the extension of credit requested to be made by it (but shall be required to be filed satisfied within 30 days of the Third Restatement Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to the Security Documents, and will do documentation or cause to be done all such acts and things as may be arrangements reasonably required by the Security Documents, to provide satisfactory to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. The Administrative Agent shall have received fully executed counterparts (aeach of which shall be originals or telecopies followed promptly by originals) The due and punctual payment of the principal of, premium Pledge and interest on the Notes when Security Agreement and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define including but not limited to the terms Guaranty Agreement (but not including any Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement or Mortgages), together with (i) all appropriate Uniform Commercial Code financing statements and appropriate stock powers and certificates evidencing the Pledged Collateral and (ii) the results reasonably satisfactory to the Administrative Agent of a search of the Security Interests that secure Uniform Commercial Code (or equivalent) filings made with respect to the ObligationsLoan Parties. The Collateral Each Loan Party authorizes the Administrative Agent and to cause to be filed any such Uniform Commercial Code financing statements in such locations as the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Administrative Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) may deem appropriate. Notwithstanding anything to the contrary hereinherein or otherwise, no inaccuracy or breachto the extent any Collateral, as applicable, including the perfection of any representationsecurity interest, warranty is not or covenant in this Notecannot be provided on the Closing Date (other than (A) the pledge and perfection of security interests, the Transaction Documents or any Security Document relating to the grantextent required hereunder and under the Pledge and Security Agreement, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach in the Capital Stock of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents Borrower and agrees to the terms of the Security Documents its Subsidiaries (including the provisions providing for the possession, use, release and foreclosure of CollateralGuarantors) as with respect to which a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any and (B) the pledge and perfection of security interests in effect or Collateral with respect to which a Lien may be amendedperfected by the filing of financing statements under the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office of the relevant State(s) of the Borrower’s or any Guarantor’s jurisdiction of organization) after the Borrower’s use of commercially reasonable efforts to do so, restatedthen the provision of any such Collateral, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject including the perfection of any security interest, shall not constitute a condition precedent to the terms availability of the Security DocumentsLoan on the Closing Date, but may instead be provided, or a security interest therein perfected, within ninety (90) days after the Company shall deliver to Closing Date (which may be extended by the Collateral Agent copies of all documents required in its sole discretion) pursuant to arrangements to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required mutually agreed by the Security Documents, to provide to the Borrower and Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. The Administrative Agent shall have received (ai) The due a reaffirmation agreement, executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on delivered by an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations authorized officer of the Company and the Guarantors each other Loan Party that is party to the Holders or Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define in each case, other than any such certificates, stock powers, and instruments already in the terms possession of the Security Interests that secure the Obligations. The Collateral Administrative Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees pursuant to the terms of the Security Agreement, and (iii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents (including or under law or reasonably requested by the provisions providing Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the possessionbenefit of the Lenders, usea perfected Lien on the collateral described therein, release prior and foreclosure of Collateralsuperior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements (other than to the extent required by Section 6.11(d)) as may or landlord waivers shall be in effect or may required to be amended, restated, supplemented obtained or otherwise modified from time delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to time in accordance with their terms deliver to the Administrative Agent the certificates, undated stock powers and this Note. Subject instruments required by clause (ii) above or updated Intellectual Property short-form security agreements required pursuant to the terms of the Security DocumentsAgreement, such certificates, stock powers, instruments or Intellectual Property short-form security agreements are not delivered as of the Company Third Restatement Effective Date, delivery of such items shall deliver not be a condition to the Collateral Agent copies agreement of all documents each Lender to make the extension of credit requested to be made by it (but shall be required to be filed satisfied within 30 days of the Third Restatement Effective Date (or such later date as the Administrative Agent may agree in its sole discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to the Security Documents, and will do documentation or cause to be done all such acts and things as may be arrangements reasonably required by the Security Documents, to provide satisfactory to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAdministrative Agent. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due and punctual payment of On the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance each of all other Obligations of the Company Holdings and the Guarantors to Domestic Subsidiaries of Holdings shall have duly authorized, executed and delivered the Holders or the Second Amended and Restated Guarantee and Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided Agreement substantially in the Security Documentsform of Exhibit G (as modified, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy amended or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their the terms thereof and this Note. Subject hereof, the “Guarantee and Collateral Agreement”) together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the terms perfection of the Security DocumentsLiens granted under the Guarantee and Collateral Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the applicable Credit Parties and (B) priority search certificates identifying the registrations made with the “International Registry” (as defined under the Cape Town Convention) and lien searches with the FAA, in each case, relating to the airframes with respect to the Aircraft and Engines included (or to be included on the Closing Date) in the Collateral Pool, and copies of favorable UCC, tax, and judgment search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral or on the Capital Stock of the Targets LEGAL02/38433738v11 or their Subsidiaries, in each case, other than Permitted Liens. On the Closing Date, the Company Administrative Agent shall deliver to the Collateral Agent have received copies of all documents required duly executed FAA form “Aircraft Security Agreements” and/or “Amended and Restated Aircraft Security Agreements” to be filed pursuant on the Closing Date with the FAA, the substance of which shall be satisfactory to the Security DocumentsAdministrative Agent, covering the Aircraft and will do Engines included (or cause to be done all such acts and things as may be reasonably required by included on the Security Documents, to provide to the Collateral Agent the Security Interest Closing Date) in the Collateral contemplated Pool and the registrations satisfactory to the Administrative Agent shall have been made with the “International Registry” (as defined under the Cape Town Convention) relating to the airframes with respect to the Aircraft and Engines owned by the Security Documents or any part thereof, as from time Targets to time constituted, so as to render be included in the same available for Collateral Pool on the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedClosing Date. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) The due A Master Swap Agreement and punctual payment the relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and substance satisfactory to the Bank; (b) A Master Agreement Security Deed (the “Master Agreement Security Deed”) executed or (as the context may require) to be executed by the Borrower in favour of the principal of, premium Bank; (c) A Corporate Guarantee from the Corporate Guarantor in form and interest substance satisfactory to the Bank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the Notes when and as basis of the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on provisions of the overdue principal of, premium and interest on applicable law the Notes and performance highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all other Obligations of the Company Insurances, Earnings, Charter Rights and Requisition Compensation for the Guarantors Vessel in form and substance satisfactory to the Holders or Bank and respective notices of assignment and acknowledgements thereof (the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms “General Assignment”); (f) Specific assignments of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Charter and of any other charter of more than twelve (12) calendar months’ duration in respect of the Collateral AgentVessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”). (bg) Notwithstanding anything Pledge agreement(s) in form and substance satisfactory to the contrary herein, no inaccuracy Bank executed or breach, (as applicable, the context may require) to be executed by the Borrower or by the Corporate Guarantor in favour of any representation, warranty or covenant the Bank creating security in this Note, respect of the Transaction Documents or any Security Document relating Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and substance satisfactory to the grant, validity, enforceability, perfection Bank executed or priority of any Security Interest shall occur, and no Default or Event of Default or other breach (as the context may require) to be executed by the Borrower in favour of the terms hereof or thereunder shall occur, Bank in either case, as a result respect of the collateral agency described in this Section 11.1.Retention Account (the “Retention Account Pledge”); (ci) The Holder, by accepting the Note, consents Manager’s undertaking in form and agrees substance satisfactory to the terms of Bank pursuant to which the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject Manager will subrogate its rights to the terms of Loan throughout the Security Documents, Facility Period (the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed“Manager’s Undertaking”). (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due On or before October 31, 1997, each Borrower which owns an ownership interest in a Subsidiary shall, and punctual payment shall cause each of its Subsidiaries which owns an ownership interest in a Subsidiary to, take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of the principal ofPledge Agreement, premium and interest on the Notes when and as the same shall that may be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption necessary or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors desirable to grant to the Holders or the Collateral Agent under the Note DocumentsAgent, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Banks, a first priority, perfected security interest in the capital stock of any such Subsidiaries. If at any time thereafter any Borrower or any Subsidiary of a Borrower acquires an ownership interest in or creates an entity which is or becomes a Subsidiary, such Borrower shall, or shall cause its Subsidiary, to take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a counterpart signature page in the Collateral form of Annex I to the Pledge Agreement, that may be necessary or desirable to grant to the Agent., for the benefit of the Banks, a first priority, perfected security interest in the capital stock of such new Subsidiary. Notwithstanding the foregoing, the Borrowers shall not be required to, or be required to cause its Subsidiaries to, pledge the capital stock of (i) any Subsidiary if QDI and/or any of its Subsidiaries is subject to any contractual obligation which prohibits the pledge of the capital stock of such Subsidiary pursuant to the Pledge Agreement, provided that QDI and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security, (ii) any of the Bruegger's Entities or (iii) the Borrowers and their Subsidiaries shall not be obligated to pledge the capital stock of a Subsidiary, provided that the aggregate value of the capital stock of the Subsidiaries that has not been pledged to the Agent for the benefit of the Banks shall not at any time exceed $500,000.. (b) Notwithstanding anything Concurrently with the consummation of the Bruegger's Sale, the Borrowers shall, or shall cause each holder of a Junior Subordinated Note to, take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a Note Pledge Agreement, that maybe necessary or desirable to grant to the contrary hereinAgent, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, for the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach benefit of the terms hereof or thereunder shall occurBanks, a first priority, perfected security interest in either case, as a result of the collateral agency described in this Section 11.1Junior Subordinated Note(s). (c) The HolderAt the time that any Borrower or any Subsidiary or Affiliate thereof becomes a party to a Security Document, by accepting the Note, consents and agrees Borrowers shall have delivered to the terms Agent copies (in sufficient number for each of the Banks to receive a copy) of each of the following documents in form and substance reasonably satisfactory to the Agent and the Banks: (i) (A) Counterpart signature page to the Pledge Agreement, duly executed by such Borrower or such Subsidiary or (B) the applicable Security Document, duly executed by the applicable Pledgor. (ii) A copy of (A) the articles of incorporation (or similar charter document), including all amendments thereto, of such Pledgor, (B) the By- laws (or similar charter document) of such Pledgor and (C) the resolutions of the Board of Directors and of the shareholders (if required) of such Pledgor authorizing the execution, delivery and performance of the Security Documents Document, each certified as true and complete by the secretary or assistant secretary of such Pledgor; (including iii) An incumbency certificate executed by the provisions providing for secretary or assistant secretary of such Pledgor, certifying the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms names of the officers authorized to execute the Security DocumentsDocument, together with a sample of the Company shall deliver true signatures of such officers; (iv) a favorable opinion of counsel to such Pledgor substantially in the Collateral Agent copies form of all Exhibit F hereto; and (v) delivery of stock certificates, stock powers, irrevocable proxies, instructions or other instruments or documents required to be filed delivered pursuant to the applicable Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedDocument. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing" Section5.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be are secured as provided in the Security Documents, which define subject to the terms of the Security Interests that secure the ObligationsIntercreditor Agreement. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Each Holder, by accepting its acceptance of this Indenture and the NoteSecurities, consents and agrees to all of the terms of the Security Documents and the Intercreditor Agreement (including the provisions thereof providing for the possession, use, release and subordination of Liens, and foreclosure upon, and the exercise of rights and remedies with respect to, Collateral) ), in each case, as the same may be in effect or may be amended, restated, supplemented or otherwise modified amended from time to time in accordance with their terms and this Noteterms. Subject to the terms of the Security Documents, the The Company shall deliver to the Trustee (if it is not then the Collateral Agent Agent) copies of all documents required delivered to be filed the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, succeeding provisions of this Section 11.01 to provide assure and confirm to the Trustee and the Collateral Agent the Security Interest security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note Indenture and of the Securities secured therebyhereby, according to the intent and purposes therein herein expressed. . Symmetry shall take, and shall cause the Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected (da) Notwithstanding any provision hereof first-priority Lien and security interest in and on all First-Priority Assets and (b) second-priority Lien and security interest in and on all Second-Priority Assets, in each case subject to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither Intercreditor Agreement, in favor of the Company nor any Guarantor shall be required pursuant Collateral Agent for the benefit of the Secured Parties. Notwithstanding the foregoing or anything to the contrary set forth in this Note Indenture or any Security Document, neither this Indenture nor any Security Document shall require the creation or perfection of Liens on, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of Symmetry or any of its Subsidiaries if and for so long as the Trustee determines that the cost of creating or perfecting such Liens, or obtaining such title insurance, legal opinions or other deliverables in respect of, such assets shall be excessive in view of the benefits to take any action limited be obtained by the foregoingHolders therefrom. The Trustee shall be entitled to make any such determination based on an Officers’ Certificate stating that, due to cost considerations analogous to those that would be applicable were the Trustee to require any such action or deliverable, the same is not required by the Credit Agent in the exercise of its authority under the Credit Agreement. Subject to Section 7.01, the Trustee shall be fully protected in making any such determination solely based on any such Officers’ Certificate.

Security Documents. The Administrative Agent shall have received, in form and substance reasonably acceptable to it, executed counterparts of (ai) The due and punctual payment a Security Agreement, dated as of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor; and (ii) the English Debenture, by accelerationin each case together with all documents (including share certificates, repurchasetransfers and stock transfer forms, redemption notices or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all any other Obligations of the Company and the Guarantors instruments) required to the Holders be delivered or the Collateral Agent filed under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in connection with the Security Documents, which define duly executed by the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatBorrower, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breachHoldings and/or any other party, as applicable, of any representationand evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, warranty notices or covenant actions required under or in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of connection with the Security Documents to be effected, given or made in order to establish a valid and perfected first priority (including subject to Permitted Priority Liens, and, in the provisions providing for case of the possessionU.K. Obligor, use, release the Legal Reservations and foreclosure of CollateralPerfection Requirements) as may be security interest in effect or may be amended, restated, supplemented or otherwise modified from time to time the Collateral in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies including, as applicable: (i) delivery of all documents certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent pursuant to the Security DocumentsAgreement; (iii) UCC-3 termination statements, Intellectual Property security agreement terminations and will do or cause any other releases, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person (other than with respect to Permitted Liens); and (iv) all applicable Short-Form IP Security Agreements required to be done all such acts and things as may be reasonably required by provided under the Security DocumentsAgreement, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, each dated as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents Closing Date, duly executed and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited delivered by the foregoingeach applicable Obligor.

Security Documents. (ai) The due Each Credit Party shall have duly authorized, executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided delivered a Pledge Agreement substantially in the Security Documentsform of Exhibit F-1 (as modified, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy amended or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their the terms thereof and this Note. Subject hereof, a "Credit Party Pledge Agreement"), and shall have delivered to the terms Administrative Agent, as pledgee thereunder, all of the Security Documentscertificates representing the Pledged Securities, if any, referred to therein, endorsed in blank or accompanied by executed and undated stock powers, and the Credit Party Pledge Agreement shall be in full force and effect. (ii) On the Initial Borrowing Date, the Company Borrower shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documentshave duly authorized, executed and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest delivered a Pledge Agreement substantially in the Collateral contemplated by the Security Documents form of Exhibit F-2-A (as modified, amended or any part thereof, as supplemented from time to time constitutedin accordance with the terms thereof and hereof, so the "NBA Team Pledge Agreement") and a Pledge Agreement substantially in the form of Exhibit F-2-B (as modified, amended or supplemented from time to render time in accordance with the same available terms thereof and hereof, the "NHL Team Pledge Agreement" and together with the NBA Team Pledge Agreement, each a "Team Pledge Agreement"), and shall have delivered to the Administrative Agent, as pledgee thereunder for the security and benefit of this Note secured therebythe Lenders, according (x) all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by executed and undated stock powers and (y) executed copies of Partnership Notices delivered to each Pledged Entity and executed copies of Partnership Acknowledgements executed by such Pledged Entity, together with evidence that such other actions have been taken as may be necessary or, in the intent and purposes therein expressed. (d) Notwithstanding any provision hereof opinion of the Administrative Agent, desirable to perfect the contrary, the provisions of this Section 11.1 are qualified in their entirety security interests purported to be created by the terms respective Team Pledge Agreement (including evidence that each Pledged Entity has duly recorded the security interest created by the respective Team Pledge Agreement on the partnership books and records of the Security Documents such Pledged Entity), and neither the Company nor any Guarantor each Team Pledge Agreement shall be required pursuant to this Note or any Security Document to take any action limited by the foregoingin full force and effect.

Security Documents. (a) The due and punctual payment Any of the principal ofSecurity Documents shall cease to be in full force and effect, premium and interest on the Notes when and as the same or shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors cease to the Holders or give the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation (to the extent provided therein), a perfected security interest, to the extent required by the Credit Documents, in, and Lien on, all or any material portion of the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, than as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms failure of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies to file continuation statements or the failure of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent or the Security Interest collateral agent under the ABL Credit Agreement to maintain possession of possessory collateral delivered to it), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except as permitted by Section 10.01); or . Any Guaranty shall cease to be in full force and effect as to any Guarantor (other than any Guarantor otherwise qualifying as an Immaterial Subsidiary, whether or not so designated), or any Guarantor or any Person acting for or on behalf of such Guarantor shall deny or disaffirm in writing such Guarantor’s obligations under the Guaranty to which it is a party; or . One or more judgments or decrees shall be entered against Holdings, any Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) involving in the Collateral contemplated aggregate for Holdings, Lead Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) a liability or liabilities (not paid or fully covered (other than to the extent of any deductible) by the Security Documents or any part thereof, as from time a reputable and solvent insurance company with respect to time constituted, so as to render the same available judgments for the security payment of money) and benefit such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of this Note secured thereby60 consecutive days, according and the aggregate amount of all such judgments and decrees (to the intent and purposes therein expressed. extent not paid or fully covered (d) Notwithstanding any provision hereof other than to the contrary, extent of any deductible) by such insurance company) equals or exceeds the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.Threshold Amount; or

Security Documents. The Administrative Agent shall have received, in form and substance reasonably acceptable to it, executed counterparts of (ai) The due and punctual payment a Security Agreement, dated as of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor; and (ii) the English Debenture, by accelerationin each case together with all documents (including share certificates, repurchasetransfers and stock transfer forms, redemption notices or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all any other Obligations of the Company and the Guarantors instruments) required to the Holders be delivered or the Collateral Agent filed under the Note Documents, according to the terms hereof or thereof, shall be secured as provided in connection with the Security Documents, which define duly executed by the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatBorrower, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breachHoldings and/or any other party, as applicable, of any representationand evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, warranty notices or covenant actions required under or in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of connection with the Security Documents to be effected, given or made in order to establish a valid and perfected first priority (including subject to Permitted Priority Liens, and, in the provisions providing for case of the possessionU.K. Obligor, use, release the Legal Reservations and foreclosure of CollateralPerfection Requirements) as may be security interest in effect or may be amended, restated, supplemented or otherwise modified from time to time the Collateral in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies including, as applicable: (i) delivery of all documents certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent pursuant to the Security DocumentsAgreement; (iii) UCC-3 termination statements, Intellectual Property security agreement terminations and will do or cause any other releases, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person (other than with respect to Permitted Liens); and (iv) all applicable Short-Form IP Security Agreements required to be done all such acts and things as may be reasonably required by provided under the Security DocumentsAgreement, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, each dated as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents Closing Date, duly executed and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited delivered by the foregoingeach applicable Obligor.

Security Documents. (ai) The due Security Agreement, duly executed and punctual payment delivered by the Borrower and Administrative Agent, and the results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in the jurisdiction in which the Borrower is located, which in each case shall have revealed no Liens with respect to any of the principal ofCollateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, premium registrations and interest recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected first-priority Lien on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided described in the Security DocumentsAgreement, which define subject to no other Liens except for Permitted Encumbrances, including the terms receipt of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatfully executed Control Agreements as required hereby, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents Access Agreements required to be filed delivered pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgreement. (diii) Notwithstanding any provision hereof The Canadian Security Agreement duly executed and delivered by the Borrower and Administrative Agent, and the results, dated as of a recent date prior to the contraryEffective Date, of searches conducted in the provisions of this Section 11.1 are qualified PPSA filing records in their entirety by the terms provinces in which any personal property Collateral is located, which in each case shall have revealed no Liens with respect to any of the Security Documents Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and neither the Company nor any Guarantor is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (iv) The German Security Agreement duly executed and delivered by the Borrower and Administrative Agent. Without limiting the foregoing, the Borrower shall deliver: all promissory notes, if any, evidencing all Indebtedness owed to the Borrower as of the Effective Date after giving effect to the Transactions to the extent required to be pledged pursuant to this Note the Security Agreement, and instruments of transfer, endorsed in blank, with respect to such promissory notes; and all documentation, including UCC Financing Statements, PPSA financing statements or any their equivalent required by law or reasonably requested by Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Document to take any action limited by Agreement, Canadian Security Agreement or the foregoingGerman Security Agreement.

Security Documents. Each of the Relevant Parties hereby confirms its consent to the novation of the Principal Agreement and the Master Swap Agreement, and of the rights and obligations of the Outgoing Borrower thereunder, by the Outgoing Borrower in favour of the New Borrower on the terms and conditions set out in, and to the amendments to the Principal Agreement and the Master Swap Agreement (as the case may be) contained in, this Agreement and agrees that: 7.2.1 the Security Documents to which such Relevant Party is a party and the obligations of the relevant Relevant Party thereunder, shall remain and continue in full force and effect notwithstanding the said novation of, and the amendments to, the Principal Agreement and the Master Swap Agreement (as the case may be) contained in this Agreement; 7.2.2 with effect from the Effective Date the New Borrower shall be and is hereby substituted in place of the Outgoing Borrower as a "Borrower" in the Security Documents to which such Relevant Party is a party and such Security Documents shall henceforth be construed and treated, and each Relevant Party which is a party thereto shall be bound by such Security Documents, in all respects as if the New Borrower was a Borrower instead of the Outgoing Borrower; and 7.2.3 with effect from the Effective Date: (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided references in the Security Documents, Documents to which define the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything such Relevant Party is a party to the contrary herein, no inaccuracy "Agreement" or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating "Loan Agreement" shall henceforth be references to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, Principal Agreement as novated and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in amended by this Section 11.1. (c) The Holder, by accepting the Note, consents Agreement and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as hereafter amended and shall also be deemed to render include this Agreement and the same available for obligations of the security and benefit of this Note secured thereby, according to the intent and purposes therein expressed.Borrowers hereunder; and (db) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified references in their entirety by the terms of the Security Documents to which such Relevant Party is a party to the "Master Swap Agreement" shall henceforth be references to such documents as novated and neither amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by obligations of the foregoingBorrowers hereunder.

Security Documents. (a) The In order to secure the due and punctual payment of the principal ofNotes Obligations, premium (i) EOC shall, upon the expiration of the Escrow Period, enter into the US Pledge Agreement, the Dutch Pledge Agreement and interest on the Notes when UK Security Assignment and as (ii) to the same shall be due and payableextent the Company or any Domestic Subsidiary other than EOC owns any Specified Collateral Assets upon the expiration of the Escrow Period, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and each such Domestic Subsidiary shall, upon the Guarantors to expiration of the Holders or Escrow Period, enter into the US Pledge Agreement and such other Security Documents as the Collateral Agent may request in order to create and perfect security interests in such Specified Collateral Assets (as well as such other assets that constitute Collateral under the Note Documents, according to the terms hereof or thereof, shall be secured as provided US Pledge Agreement) in the Security Documents, which define the terms favor of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatAgent, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and Secured Parties, including Security Documents governed by the law of the jurisdiction of organization of any First-Tier Foreign Subsidiary whose Capital Stock constitutes part of such Specified Collateral Agent. (b) Notwithstanding anything to Assets or the contrary hereinjurisdiction of organization of the obligor under any promissory notes or other Indebtedness that constitutes part of such Specified Collateral Assets, no inaccuracy as applicable; provided, however, that the Company or breachsuch Domestic Subsidiary, as applicable, shall not be required to grant a security interest in the voting Capital Stock of any representation, warranty or covenant in this Note, First-Tier Foreign Subsidiary representing greater than 65% of the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority voting Capital Stock of any Security Interest shall occursuch First-Tier Foreign Subsidiary. The Company shall, and no Default or Event of Default or shall cause every other breach of the terms hereof or thereunder shall occurPledgor to, in either caseand each Pledgor shall, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents make all filings (including the provisions providing for the possession, use, release filings of continuation statements and foreclosure of Collateral) as amendments to UCC financing statements that may be in effect necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are reasonably necessary or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, Documents to provide to maintain (at the Collateral Agent sole cost and expense of the Security Interest in Pledgors) the Collateral contemplated security interest created by the Security Documents or any part thereof, in the Collateral as from time to time constituted, so as to render the same available for the a perfected first-priority security and benefit of this Note secured thereby, according to the intent and purposes therein expressedinterest. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.

Security Documents. (a) The due Security Agreement, duly executed and punctual payment delivered by the Credit Parties and Collateral Agent, and the results, dated as of a recent date prior to the Amendment Effective Date, of searches conducted in the UCC filing records in each of the principal ofgovernmental offices in each jurisdiction in which any Credit Party is located and the applicable governmental office in each jurisdiction in which any Collateral is located, premium which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Liens and interest except as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. In addition, Administrative Agent shall have received evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Collateral Agent on behalf of the Banks, a perfected first-priority Lien on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Collateral Agent under the Note Documents, according to the terms hereof or thereof, shall be secured as provided described in the Security DocumentsAgreement, which define subject to no other Liens except for Permitted Liens. Without limiting the terms of the Security Interests that secure the Obligations. The Collateral Agent and the Company and the Holder hereby acknowledge and agree thatforegoing, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company each Credit Party shall deliver to Administrative Agent, to the Collateral Agent copies extent not previously delivered to Administrative Agent: (x) all certificates, if any, representing the Pledged Securities, promissory notes, if any, evidencing all Indebtedness owed to such Credit Party as of all documents the Amendment Effective Date to the extent required to be filed pledged pursuant to the Security DocumentsAgreement (including Intercompany Notes required by Section 8.05(g) of the Restated Credit Agreement), and will do stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; and (y) all documentation, including UCC financing statements, required by law or cause reasonably requested by Administrative Agent to be done all such acts and things as may filed, registered or recorded to create or perfect the Liens intended to be reasonably required by created under the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Note secured thereby, according to the intent and purposes therein expressedAgreement. (d) Notwithstanding any provision hereof to the contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by the foregoing.