Common use of Security Interests; Filings Clause in Contracts

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of Pledgor, as the case may be, (iii) to the extent required hereunder, the physical delivery to the Collateral Agent of all certificated securities and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunder, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests consisting of capital stock and constituting “securities” under Article 8 of the Uniform Commercial Code, registration of transfer thereof to the extent required hereunderAdministrative Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code, and (iv) the physical delivery to the Collateral Administrative Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate under current law in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests consisting of capital stock, registration of transfer thereof to the extent required hereunderAgent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code, and (iv) the physical delivery to the Collateral Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAgent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing in the jurisdictions set forth with respect to such Grantor on Exhibit B hereto, of duly completed and authorized Uniform Commercial Code financing statements (A) naming Pledgor each Grantor as debtor, (B) naming the Collateral Agent Secured Party on its own behalf and on behalf of the Lenders and the MHR Funds as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits BK, C L and D M with the U.S. Copyright Office or the U.S. Patent and Trademark OfficeOffice or other appropriate form with the foreign jurisdictions listed on Exhibit B, andand Exhibit N with Network Solutions, Inc. or its successor entity administering any domain name registrations affected by this Agreement, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral, Trademark Collateral and Trademark Collateral Domain Names of Pledgoreach Grantor, as the case may be, (iii) the registration of pledge thereof to the extent required hereunderSecured Party (or its bailee or agent) on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated securities and Investment Property (other than certificated securities) included in the Collateral, and (iv) the physical delivery to the Collateral Agent Secured Party (or its bailee or agent) of all certificated securities and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a legal, valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit Secured Party on its own behalf and on behalf of the Secured Parties, Lenders and the MHR Funds to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted LiensLiens as defined in the Loan Documents), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of in accordance with the Uniform Commercial Code terms thereof and other than continuation statements required under the Uniform Commercial Code. None , and that any filing or recording of this Agreement or any financing statement with respect to the Collateral securing the Obligations under the Secured Loan shall continue in effect on and after the Exchange Date (as such term is defined in the Investment and Exchange Agreement) for purposes of the Equipment is covered by any certificate of titleCollateral securing the Convertible Note, except for Equipment consisting of motor vehicles. Notwithstanding and no additional filing or recording statement with respect to the foregoing or any other provision of this Agreement, no action Collateral need be taken to create, perfect filed on or otherwise protect after the security interest under any foreign (i.e. non-U.S.) lawExchange Date as a result of the exchange of the Secured Loan into the Convertible Note in accordance with the terms of the Investment and Exchange Agreement.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code UCC financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests that constitute Collateral consisting of capital stock constituting securities under Article 8 of the UCC, registration of transfer thereof to the extent required hereunderAdministrative Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the UCC, and (iv) the physical delivery to the Collateral Administrative Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than (x) actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code UCC or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code UCC and other than continuation statements required under the Uniform Commercial Code. None UCC, (y) other than as set forth in clause (z) below, any filings, recordations, notices or other actions outside of the Equipment is covered by United States that are necessary or desirable to be taken with respect to the granting or perfection of security interests or Liens in any certificate of titlethe Collateral or otherwise with respect to the performance of any obligations of any Pledgor hereunder, except for Equipment consisting and (z) with respect to Crawford UK Holdco and Xxxxxxxx & Company Adjusters Limited, presentation of motor vehicles. Notwithstanding the foregoing or any other provision particulars of this Agreement to the Registrar of Companies pursuant to section 860 of the United Kingdom Companies Act 2006 within the period of 21 days beginning with the day after the date of the execution and delivery of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawtogether with a certified copy of this Agreement and fee.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests consisting of capital stock, registration of transfer thereof to the extent required hereunderAdministrative Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code, and (iv) the physical delivery to the Collateral Administrative Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of each Pledgor, as the case may be, (iii) the registration of transfer thereof to the extent required hereunderAgent on the issuer’s books or the execution by the issuer or securities intermediary (as applicable) of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated securities and Investment Property (other than certificated securities) included in the Collateral, and (iv) the physical delivery to the Collateral Agent of all certificated securities (including without limitation, certificated securities evidencing the Equity Interests in Enrichment (and upon the consummation of a Restructuring Event, the Equity Interests in any Intermediate Holdco) if and when the Lien on such Deferred Interests attaches) and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Agent may at its option, but shall not be required to, require, subject to the limitations set forth in Sections 3.10 and 4.11 hereof, that any bank or other depository institution at which a Deposit Account is covered maintained enter into a written agreement in form reasonably satisfactory to the Agent or take such other action as may be required by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken law to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Agent in such Deposit Account and the funds therein.)

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests consisting of capital stock, registration of transfer thereof to the extent required hereunderCollateral Agent on the issuer’s books or the execution by Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code, and (iv) the physical delivery to the Collateral Agent Agent, for its benefit and the benefit of the Secured Parties, of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderCollateral Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections 9-309Section 9 109, 9-310, 9-311 and 9-312 309 or 9 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the --------------------------- filing of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming the Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to Pledgor on Annex B ------- hereto, which have been duly executed and delivered by the Pledgor and delivered to the Administrative Agent for filing, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing of duly completed and executed collateral assignments in the forms set forth as Exhibits B, B and C and D with the U.S. Copyright Office or the ---------- - U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of PledgorCollateral, as the case may be, (iii) in the case of uncertificated Investments, compliance with Section 8-313 (or its successor provision) of the applicable Uniform Commercial Code, (iv) as to the extent required hereunderMobile Goods covered by a certificate of title or ownership, the physical notation of the Administrative Agent's security interest therein on the applicable certificates of title or ownership, and (v) the delivery to the Collateral Administrative Agent of all certificated securities chattel paper, promissory notes and other Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderCollateral, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 a security interest therein can be perfected by such filings or possession of the Uniform Commercial Code are applicable theretosuch chattel paper, promissory notes or Instruments, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the applicable Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 104 or 9-310, 9-311 and 9-312 302 of the applicable Uniform Commercial Code and other than continuation statements required under the applicable Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Administrative Agent may at its option, but shall not be required to, require that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing maintained enter into a written agreement or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Administrative Agent in such Deposit Account and the funds therein, and it being specifically understood that the security interest of the Administrative Agent in such Deposit Account, absent such action, might not be perfected).

Security Interests; Filings. This Agreement, together with (i) the filing --------------------------- filing, with respect to each Pledgor, of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, which ------- have been duly executed and delivered by the Pledgors and delivered to the Administrative Agent for filing, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. ---------- - Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of Investment Property evidenced by uncertificated securities, compliance with Article 8 of the applicable Uniform Commercial Code, (iv) upon request of the Administrative Agent, as to the extent required hereunderMobile Goods covered by a certificate of title or ownership, the physical notation of the Administrative Agent's security interest therein on the applicable certificates of title or ownership, and (v) the delivery to the Collateral Administrative Agent of all certificated securities chattel paper, promissory notes and other Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 104 or 9-310, 9-311 and 9-312 302 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Administrative Agent may at its option, but shall not be required to, require that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing maintained enter into a written agreement or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Administrative Agent in such Deposit Account and the funds therein).

Security Interests; Filings. This Agreement, together with (iA) the filing of duly completed and authorized Uniform Commercial Code financing statements (Ai) naming Pledgor each Grantor as debtor, (Bii) naming the Collateral Agent CoBank as secured party, and (Ciii) describing indicating the Collateral, in the jurisdictions set forth with respect to Pledgor on such Grantor in Annex B hereto, (iiB) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D grants of security interest with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral Collateral, and Trademark Collateral of Pledgoreach Grantor, as the case may be, (iiiC) the execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of Sections 9-106 and 8-106 (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, (D) the extent required hereundernotation of CoBank’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership, and (E) the physical delivery to the Collateral Agent CoBank of all certificated securities stock or other certificates evidencing Equity Interests and Instruments included in the Collateral Collateral, together with undated stock powers or other instruments of transfer assignment, as applicable, duly executed in blank (and (iv) the entering into assuming continued possession thereof by CoBank and that CoBank has acquired its security interest and taken possession of “control agreements” with respect to each Deposit Account such stock or other certificates evidencing Equity Interests and Securities Account to the extent required hereunderInstruments without notice of any adverse claim), creates, creates and at all times shall constitute, (i) constitute a valid and perfected security interest in and Lien upon the Collateral that in favor of CoBank, to the extent a security interest therein can be perfected by the filing of financing statements under the UCCsuch filings, possession or that have been so deliveredcontrol, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoapplicable, superior and prior to the rights of all other persons Persons therein (except for Permitted LiensLiens permitted under the Loan Agreement which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 9-310, 109 or 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of titleAmended and Restated Pledge and Security Agreement/New Ulm Telecom, except for Equipment consisting of motor vehiclesInc. Loan No. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.RX0583

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D with the U.S. United States Copyright Office or the U.S. United States Patent and Trademark Office, andand Exhibit E with any entity administering any domain name registrations affected by this Agreement and which accepts notices recognizing the interests of a secured party, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral, Trademark Collateral and Trademark Collateral Domain Names of each Pledgor, as the case may be, (iii) the registration of transfer thereof to the extent required hereunderCollateral Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated securities and Investment Property (other than certificated securities) included in the Collateral, and (iv) the physical delivery to the Collateral Agent of all certificated securities and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted LiensEncumbrances), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Collateral Agent may at its option, but shall not be required to, require subject to the limitations set forth in Sections 3.12 and 4.13 hereof that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding maintained enter into a written agreement in form satisfactory to the foregoing Collateral Agent or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Collateral Agent in such Deposit Account and the funds therein.)

Security Interests; Filings. This Agreement, together with (i) the --------------------------- filing of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming the Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to Pledgor on Annex B ------- hereto, which have been duly executed and delivered by the Pledgor and delivered to the Administrative Agent for filing, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing of duly completed and executed collateral assignments in the forms set forth as Exhibits B, B and C and D with the U.S. Copyright Office or the U.S. Patent ---------- - and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of PledgorCollateral, as the case may be, (iii) in the case of uncertificated Investments, compliance with Section 8-313 (or its successor provision) of the applicable Uniform Commercial Code, (iv) as to the extent required hereunderMobile Goods covered by a certificate of title or ownership, the physical notation of the Administrative Agent's security interest therein on the applicable certificates of title or ownership, and (v) the delivery to the Collateral Administrative Agent of all certificated securities chattel paper, promissory notes and other Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderCollateral, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 a security interest therein can be perfected by such filings or possession of the Uniform Commercial Code are applicable theretosuch chattel paper, promissory notes or Instruments, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the applicable Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 104 or 9-310, 9-311 and 9-312 302 of the applicable Uniform Commercial Code and other than continuation statements required under the applicable Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Administrative Agent may at its option, but shall not be required to, require that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing maintained enter into a written agreement or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Administrative Agent in such Deposit Account and the funds therein, and it being specifically understood that the security interest of the Administrative Agent in such Deposit Account, absent such action, might not be perfected).

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming Pledgor as debtor, (B) naming the Collateral respective Pledgors as debtors, the Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to Pledgor on Annex B hereto, which have been duly executed and delivered by the Pledgors and delivered to the Agent for filing, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits Bcase of uncertificated Investments, C compliance with Section 8-313 (or its successor provision) of the applicable Uniform Commercial Code, and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of Pledgor, as the case may be, (iii) to the extent required hereunder, the physical delivery to the Collateral Agent of all certificated securities chattel paper, promissory notes and other Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderCollateral, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 a security interest therein can be perfected by such filings or possession of the Uniform Commercial Code are applicable theretosuch chattel paper, promissory notes or Instruments, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the applicable Uniform Commercial Code 101 code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 104 or 9-310, 9-311 and 9-312 302 of the applicable Uniform Commercial Code and other than continuation statements required under the applicable Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Agent may at its option, but shall not be required to, require that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing maintained enter into a written agreement or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Agent in such Deposit Account and the funds therein).

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code UCC financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests consisting of capital stock, registration of transfer thereof to the extent required hereunderCollateral Agent on the issuer’s books or the execution by the issuer of an issuer’s acknowledgment or a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the UCC, and (iv) the physical delivery to the Collateral Agent Agent, for its benefit and the benefit of the Secured Parties, of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderCollateral Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code UCC or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code UCC and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawUCC.

Security Interests; Filings. This Agreement, together with (i) the --------------------------- filing of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments grants of security interest in the forms set forth as Exhibits B, B and C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral Collateral, and Trademark Collateral of each Pledgor, as the case may be, (iii) the registration of transfer thereof to the extent required hereunderCollateral Agent on the issuer's books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated Investments, (iv) the physical notation of the Collateral Agent's security interest on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership, and (v) the delivery to the Collateral Agent of all stock certificates and certificated securities and Instruments included in the Collateral Collateral, together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into Collateral Agent and that the Collateral Agent has acquired its security interest and taken possession of “control agreements” with respect to each Deposit Account such stock certificates and Securities Account to the extent required hereunderInstruments without notice of any adverse interests), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings, actions or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Collateral Agent may at its option, but shall not be required to, require that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing maintained enter into a written control agreement or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Collateral Agent in such Deposit Account and the funds therein).

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of each Pledgor, as the case may be, (iii) the registration of transfer thereof to the extent required hereunderAgent on the issuer’s books or the execution by the issuer or securities intermediary (as applicable) of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated securities and Investment Property (other than certificated securities) included in the Collateral, and (iv) the physical delivery to the Collateral Agent of all certificated securities (including without limitation, certificated securities evidencing the Equity Interests in Enrichment (and upon the consummation of a Restructuring Event, the Equity Interests in any Intermediate Holdco) if and when the Lien on such Deferred Interests attaches) and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial CodeCode (it being specifically noted that the Agent may at its option, but shall not be required to, require, subject to the limitations set forth in Sections 3.10 and 4.11 hereof, that any bank or other depository institution at which a Deposit Account is maintained enter into a written agreement in form reasonably satisfactory to the Agent or take such other action as may be required by law to perfect the security interest of the Agent in such Deposit Account and the funds therein). None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, (ii) when the Lien registration of transfer thereof to the Agent on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D with the U.S. Copyright Office issuer’s books or the U.S. Patent and Trademark Office, and, as appropriate, execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to federally registered Copyright uncertificated securities and Investment Property (other than certificated securities) included in the Collateral, Patent Collateral and Trademark Collateral of Pledgor, as the case may be, (iii) to the extent required hereunder, the physical delivery to the Collateral Agent of all certificated securities and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Agent may at its option, but shall not be required to, require subject to the limitations set forth in Sections 3.12 and 4.13 hereof that any bank or other depository institution at which a Deposit Account is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding maintained enter into a written agreement in form satisfactory to the foregoing Agent or any take such other provision of this Agreement, no action need as may be taken necessary to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Agent in such Deposit Account and the funds therein).

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent Lender as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex ANNEX B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits EXHIBITS B, C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, andand EXHIBIT E with Network Solutions, Inc. or its successor entity administering any domain name registrations affected by this Agreement, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral, Trademark Collateral and Trademark Collateral Domain Names of each Pledgor, as the case may be, (iii) the registration of transfer thereof to the extent required hereunderLender on the issuer's books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated securities and security entitlements included in the Collateral, and (iv) the physical delivery to the Collateral Agent Lender of all certificated securities and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured PartiesLender, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 104 or 9-310, 9-311 and 9-312 302 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized executed Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, which have been duly executed and delivered by the Pledgors and delivered to the Agent for filing, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, B and C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Investments, registration of transfer thereof to the extent required hereunderAgent on the issuer's books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code, (iv) as to Mobile Goods covered by a certificate of title or ownership, the physical notation of the Agent's security interest therein on the applicable certificates of title or ownership, and (v) the delivery to the Collateral Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAgent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the a security interest under any foreign (i.e. non-U.S.) law.therein can be perfected by such filings or

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code UCC financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by Applicable Law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Equity that constitutes Collateral consisting of capital stock constituting securities under Article 8 of the UCC, registration of transfer thereof to the extent required hereunderAdministrative Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the UCC, and (iv) the physical delivery to the Collateral Administrative Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than (x) actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code UCC or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections 9-309Section 9‑109, 9-310, 9-311 and 9-312 309 or 9‑310 of the Uniform Commercial Code UCC and other than continuation statements required under the Uniform Commercial Code. None UCC, (y) other than as set forth in clause (z) below, any filings, recordations, notices or other actions outside of the Equipment is covered by United States that are necessary or desirable to be taken with respect to the granting or perfection of security interests or Liens in any certificate of titlethe Collateral or otherwise with respect to the performance of any obligations of any Pledgor hereunder, except for Equipment consisting and (z) with respect to Xxxxxxxx & Company EMEA/A-P Holdings Limited and Xxxxxxxx & Company Adjusters Limited, presentation of motor vehicles. Notwithstanding the foregoing or any other provision particulars of this Agreement to the Registrar of Companies pursuant to section 860 of the United Kingdom Companies Act 2006 within the period of 21 days beginning with the day after the date of the execution and delivery of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawtogether with a certified copy of this Agreement and fee.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, and (iii) to the extent required hereunder, the physical delivery to the Collateral Agent (or to the Senior Lender in its capacity as collateral agent for perfection of the Secured Parties’ second-priority liens) of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderCollateral Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, superior and prior to the rights of all other persons therein (except for Permitted Liens)as applicable, and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None As provided in the Intercreditor Agreement, the Liens granted by the Pledgors hereunder in Collateral consisting of assets acquired by such Pledgors in connection with the Equipment is covered by any certificate of title, IRS Acquisition (except for Equipment consisting accounts receivable, in which Secured Parties will have a second-priority interest) which will be superior and prior to the Liens and rights of motor vehicles. Notwithstanding all Persons therein (including the foregoing or Senior Lender), and all Liens granted by the Pledgor hereunder in all other Collateral will be subordinate and junior to any Senior Liens on such Collateral, but will be superior and prior to any Liens and rights of all other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawPersons therein.

Security Interests; Filings. This Agreement, together with (ia) the filing of duly completed and authorized Uniform Commercial Code UCC financing statements that (Ai) naming Pledgor name each Grantor, as debtor, (Bii) naming the Collateral Agent name Administrative Agent, as secured party, and (Ciii) describing the describe such Grantor’s Collateral, in the jurisdictions set forth with respect to Pledgor such Grantor on Annex B heretoSchedule 4.2, (iib) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments agreements in the respective forms set forth attached as Exhibits B, C and D with the U.S. United States Copyright Office or the U.S. United States Patent and Trademark Office, and, as appropriateapplicable, with regard to federally registered United States Copyright Collateral, Patent Collateral and Trademark Collateral of PledgorCollateral, as the case may be, of each Grantor, (iii) the registration of transfer thereof to Administrative Agent on the extent required hereunderissuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 of the UCC with regard to uncertificated securities and investment property (other than certificated securities) included in the Collateral, (iv) with respect to any deposit account and securities account, the physical execution of control agreements covering the same, and (v) the delivery to the Collateral Administrative Agent of all certificated securities and Instruments instruments included in the Collateral Collateral, together with undated stock powers or other applicable instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, constitute a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles Article 8 and 9 of the Uniform Commercial Code UCC are applicable thereto, superior and prior to the rights of all other persons Persons therein (except for holders of Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interestLien, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code UCC or from the filing requirements under of Article 9 of the Uniform Commercial Code UCC by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code UCC, and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawUCC.

Security Interests; Filings. This The execution and delivery of the Prior Security Document and this Agreement, together with (iA) the filing of duly completed and authorized Uniform Commercial Code financing statements (Ai) naming Pledgor each Grantor as debtor, (Bii) naming the Collateral Administrative Agent as secured party, and (Ciii) describing indicating the Collateral, in the jurisdictions set forth with respect to Pledgor on such Grantor in Annex B hereto, (iiB) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments grants of security interest in the forms set forth as Exhibits B, B and C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral Collateral, and Trademark Collateral of Pledgoreach Grantor, as the case may be, (iiiC) to if required or as otherwise requested by the extent required hereunderAdministrative Agent, the physical execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of Sections 9-106 and 8-106 (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, (D) the execution by the applicable Grantor, the Administrative Agent and the depository bank of a control agreement that complies with Section 9-104 (or its successor provision) of the Uniform Commercial Code with regard to Deposit Accounts, (E) the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and (F) the delivery to the Collateral Administrative Agent of all certificated securities stock or other certificates evidencing Equity Interests and Instruments included in the Collateral Collateral, together with undated stock powers or other instruments of transfer assignment, as applicable, duly executed in blank (and (iv) assuming continued possession thereof by the entering into Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of “control agreements” with respect to each Deposit Account such stock or other certificates evidencing Equity Interests and Securities Account to the extent required hereunderInstruments without notice of any adverse claim), creates, creates and at all times shall constitute, constitute a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of itself and the other Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings, possession or control, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted LiensLiens which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 9-310, 109 or 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming each Pledgor as debtor, (B) naming the Collateral Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of each Pledgor, as the case may be, (iii) the registration of transfer thereof to the extent required hereunderAgent on the issuer’s books or the execution by the issuer or securities intermediary (as applicable) of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code with regard to uncertificated securities and Investment Property (other than certificated securities) included in the Collateral, and (iv) the physical delivery to the Collateral Agent of all certificated securities (including without limitation, certificated securities evidencing the Equity Interests in Enrichment if and when the Lien on such Deferred Interests attaches) and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderblank, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of Code (it being specifically noted that the Equipment Agent may at its option, but shall not be required to, require, subject to the limitations set forth in Sections 3.10 and 4.11 hereof, that any bank or other depository institution at which a Deposit Account is covered maintained enter into a written agreement in form reasonably satisfactory to the Agent or take such other action as may be required by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken law to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) lawof the Agent in such Deposit Account and the funds therein.)

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code UCC financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests that constitute Collateral consisting of capital stock constituting securities under Article 8 of the UCC, registration of transfer thereof to the extent required hereunderAdministrative Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the UCC, and (iv) the physical delivery to the Collateral Administrative Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than (x) actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code UCC or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code UCC and other than continuation statements required under the Uniform Commercial Code. None UCC, (y) other than as set forth in clause (z) below, any filings, recordations, notices or other actions outside of the Equipment is covered by United States that are necessary or desirable to be taken with respect to the granting or perfection of security interests or Liens in any certificate of titlethe Collateral or otherwise with respect to the performance of any obligations of any Pledgor hereunder, except for Equipment consisting and (z) with respect to Crawford UK Holdco and Xxxxxxxx & Company Adjusters Limited, presentation of motor vehicles. Notwithstanding the foregoing or any other provision particulars of this AgreementAgreement to the Registrar of Companies pursuant to section 860 of the United Kingdom Companies Act 2006 within the period of 21 days beginning with the day after the date of the execution and delivery of this Agreement or, no action need be taken to createthe extent this Agreement is executed and delivered outside the United Kingdom in respect of property situated outside the United Kingdom, perfect within the period of 21 days beginning with the day after the date on which this Agreement (or otherwise protect a copy thereof) could in due course of post (and if despatched with due diligence) have been received in the security interest under any foreign United Kingdom, in each case, together with this Agreement (i.e. non-U.S.or a copy thereof) lawand fee.

Security Interests; Filings. This Agreement, together with (iA) the filing of duly completed and authorized Uniform Commercial Code financing statements (Ai) naming Pledgor each Grantor as debtor, (Bii) naming the Collateral Agent CoBank as secured party, and (Ciii) describing indicating the Collateral, in the jurisdictions set forth with respect to Pledgor on such Grantor in Annex B hereto, (iiB) when the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B, C and D grants of security interest with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral Collateral, and Trademark Collateral of Pledgoreach Grantor, as the case may be, (iiiC) the execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of Sections 9-106 and 8-106 (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, (D) the extent required hereundernotation of CoBank’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership, and (E) the physical delivery to the Collateral Agent CoBank of all certificated securities stock or other certificates evidencing Equity Interests and Instruments included in the Collateral Collateral, together with undated stock powers or other instruments of transfer assignment, as applicable, duly executed in blank (and (iv) the entering into assuming continued possession thereof by CoBank and that CoBank has acquired its security interest and taken possession of “control agreements” with respect to each Deposit Account such stock or other certificates evidencing Equity Interests and Securities Account to the extent required hereunderInstruments without notice of any adverse claim), creates, creates and at all times shall constitute, constitute a valid and perfected security interest in and Lien upon the Collateral that in favor of CoBank, to the extent a security interest therein can be perfected by the filing of financing statements under the UCCsuch filings, possession or that have been so deliveredcontrol, or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoapplicable, superior and prior to the rights of all other persons Persons therein (except for Permitted LiensLiens permitted under the Loan Agreement which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309, 9-310, 109 or 9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.

Security Interests; Filings. This Agreement, together with (i) the filing filing, with respect to each Pledgor, of duly completed and authorized Uniform Commercial Code financing statements (A) naming such Pledgor as debtor, (B) naming the Collateral Administrative Agent as secured party, and (C) describing the Collateral, in the jurisdictions set forth with respect to such Pledgor on Annex B A hereto, (ii) when to the Lien on the Deferred Interests attaches pursuant heretoextent required by applicable law, the filing filing, with respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth as Exhibits B, C A and D B with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the case may be, (iii) in the case of uncertificated Pledged Interests consisting of capital stock, registration of transfer thereof to the extent required hereunderAdministrative Agent on the issuer’s books or the execution by the issuer of a control agreement satisfying the requirements of Section 8-106 (or its successor provision) of the Uniform Commercial Code, and (iv) the physical delivery to the Collateral Administrative Agent of all certificated securities stock certificates and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed in blank (and (iv) assuming continued possession thereof by the entering into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunderAdministrative Agent), creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control” has been obtained, in each case, in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable theretoa security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other persons Persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 of the Uniform Commercial Code by reason of Sections Section 9-309109, 9-310, 309 or 9-311 and 9-312 310 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code. None ; provided that subsequent recordings in the U. S. Patent and Trademark Office and U. S. Copyright Office may be necessary with respect to registrations and applications for Intellectual Property acquired by a Pledgor after the date hereof and to the extent that a security interest may be granted in a jurisdiction outside of the Equipment is covered by any certificate of titleUnited States, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any additional filings and/or other provision of this Agreement, no action need actions may be taken required to create, perfect or otherwise protect the a security interest in Intellectual Property which is created under any foreign (i.e. non-U.S.) lawthe laws of a jurisdiction outside the United States.