Common use of Security Interests Clause in Contracts

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (ai) When executed The Guarantee and delivered, (i)(A) the Collateral Agreement will shall have been duly executed by each Loan Party that is to be effective to create a party thereto and shall be in favor of full force and effect on the Closing Date. The Collateral Agent for the benefit on behalf of the Secured Parties shall have been granted a valid and enforceable security interest in the Collateral of the type and priority described herein and in the Guarantee and Collateral Agreement to the extent required thereby. (ii) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the UCC filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons as reasonably required by the Collateral Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated on the Closing Date. Such search results shall include copyright, patent and trademark searches, and copyright, patent and trademark filings or recordations, necessary in the Collateral Agent’s reasonable determination to perfect the Collateral Agent’s security interest in the Collateral as of the Closing Date to the extent such perfection can be obtained by (a) the filing of a financing statement (or similar document), (b) any copyright filing or recordation with the United States Copyright Office and (c) or any patent or trademark filing or recordation with the United States Patent and Trademark Office. (iii) The Collateral Agent shall have received all certificates, agreements or instruments representing or evidencing the Pledged Collateral (as defined in the Collateral Agreement) Guarantee and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when accompanied by instruments of transfer and stock powers undated and endorsed in blank, in each case, that are required pursuant to the portion of the Guarantee and Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is Agreement to have been delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, Agent on the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Closing Date. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable UCC, in each case prior in right to any other Lien, other than, subject to the Intercreditor Agreement, Permitted Liens. (Bb) the Loan Proceeds Note Collateral Agreement will be The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)Intellectual Property Security Agreements) and, (ii) when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC and the Intellectual Property Security Agreement are recorded with the United States Patent and Trademark Office or the United States Copyright Office, the Administrative Agent shall have fully perfected Liens on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral in which a security interest may be perfected by the recordation of the Intellectual Property Security Agreements with such Offices, in each case prior in right to any other Lien, other than, subject to the Intercreditor Agreement, Permitted Liens that have priority as matter of Legal Requirement (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Collateral acquired by the Loan Parties after the Closing Date). (c) When Collateral (as defined in to the extent such Collateral Agreementconstitutes an instrument or certificated security under the applicable UCC) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed Administrative Agent and financing statements in blankappropriate form are filed in the applicable filing offices under the applicable UCC, the Collateral Agreement will constitute, under applicable Federal and State law, Administrative Agent shall have a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person Lien, other than the Permitted Liens that have priority as matter of Legal Requirement. (d) Each Mortgage, upon execution and (iii) when financing statements delivery thereof by the parties thereto, will be effective to create in sufficient form are filed favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien in the offices Mortgaged Property subject thereto and, when appropriate filings or registrations are made as specified in such Mortgage, the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, Administrative Agent shall have a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in on all right, title and interest of the grantors mortgagor thereunder in such CollateralMortgaged Property, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person Lien, other than, subject to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsIntercreditor Agreement, other than with respect to the rights Permitted Liens that have priority as matter of Persons pursuant to Liens expressly permitted by Section 6.05Legal Requirement. (be) When Account Control Agreements are entered into by the Collateral Administrative Agent (or, so long as the Intercreditor Agreement or memorandum thereof is filed in the United States Patent and Trademark Office effect and the United States Copyright OfficeABL Representative is acting as agent for the Administrative Agent pursuant thereto for purposes of establishing control (as such term is defined in Section 9-104 of Article 9 of the UCC) over such Collateral, the security interest created thereunder ABL Representative), the Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in deposit accounts and securities accounts subject thereto and, subject to Section 9-315 of the Intellectual Property (as defined in applicable UCC, the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeproceeds thereof, as applicablesecurity for the Obligations, in each case to the extent security interests in such Collateral can be perfected by the execution of Deposit Account Control Agreements and prior and superior in right to any other PersonLiens, other than with respect than, subject to the rights Intercreditor Agreement, Permitted Liens that have priority as matter of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Legal Requirement.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Senior Subsidiary Security Agreement will be is effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Senior Secured Parties Parties, a legal, valid and enforceable security interest in the Senior Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective subject to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)such agreement and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in on Schedule 6 to the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, such security interest shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such the Senior Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (b) When The Interim Collateral and Guarantee Agreement is effective to create in favor of the Collateral Agreement or memorandum thereof is filed Agent, for the ratable benefit of the Interim Secured Parties, a legal, valid and enforceable security interest in the United States Patent Interim Collateral subject to such agreement and Trademark Office and (i) when the United States Copyright OfficeInterim Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the security interest created thereunder shall of the Collateral Agent therein will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filingsuch Interim Collateral, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other PersonPerson subject only to Permitted Encumbrances and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate delivered on the Second Restatement Effective Date, other than with respect the security interest of the Collateral Agent will constitute a fully perfected Lien on and security in all right, title and interest of the Grantors (as defined in the Interim Collateral Agreement) in the remaining Interim Collateral to the rights of Persons pursuant extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior in right to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary any other Person subject only to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Permitted Encumbrances.

Security Interests. (a) When executed Each of the Security Agreement and delivered, (i)(A) the Collateral Agreement will be Earnings Assignments is effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Security Agreement), the Internal Charters, any Earnings and any proceeds thereof, as the case may be, and (i) when financing statements in appropriate form are filed in the offices specified on Schedule 1 to the Security Agreement, each of the Security Agreement and the Earnings Assignments shall constitute an Acceptable Security Interest in all right, title and interest of the grantors thereunder in such portion of the Collateral, the Internal Charters, any Earnings and any proceeds thereof, as applicable, in which a security interest may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code, and (ii) when the portion of the such Collateral (as defined in to the Collateral Agreement) constituting extent it constitutes a certificated securities (as defined in security or an instrument under the applicable Uniform Commercial Code), ) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Security Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest shall constitute an Acceptable Security Interest in all right, title and interest of the pledgors thereunder in such Collateral. (b) After the execution and delivery of each Ship Mortgage, each Ship Mortgage will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security interest in all Collateral (as defined in such Ship Mortgage) and, when appropriate filings or registrations are made in accordance with the laws of the Vessel’s flag, such Ship Mortgage shall constitute a preferred perfected mortgage Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Vessel, prior and superior in right to any other Person person, other than Permitted Prior Liens or Permitted Liens that are expressly permitted hereunder to be pari passu with the Liens securing the Initial Term Loans and (iiiLetters of Credit, and will constitute a “preferred mortgage” within the meaning of Section 31301(6) when financing statements in sufficient form are filed of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a foreign vessel, in the offices specified case of Vessels not registered under the laws and flag of the United States, and in the Effective Date Perfection Certificate or case of Vessels registered under the laws and flag of the United States, will constitute a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a registered vessel under the laws and flag of the United States. (c) Each of the Insurance Assignments is effective to create in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each favor of the Collateral Agreement and Agent, for the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State lawratable benefit of the Secured Parties, a fully perfected (except with respect to undisclosed Commercial Tort Claims legal, valid and enforceable security interest in the Insurances (as defined in the Collateral Agreement)Insurance Assignment) Lien onand when notice has been given to all underwriters and consent is given where the consent of any underwriter is required pursuant to any of the Insurances or any applicable Requirement of Law or a letter of undertaking from the underwriters or clubs with respect to protection and indemnity coverage has been obtained, and security interest the Insurance Assignments shall constitute an Acceptable Security Interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest portion of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent Insurances and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)proceeds thereof.

Security Interests. (a) When executed Each Guarantor owns and deliveredhas good title to its Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. Except in the case of the New Real Estate Assets and Prospective Company Restaurant Properties included in the Collateral, this Agreement constitutes a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from each Guarantor in accordance with its terms (except, in each case, as described on Schedule 7.13(a) of the Base Indenture and subject to Sections 8.25(c), 8.25(e), and 8.38 of the Base Indenture, or as is permitted under this Section 4.6(a)), except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity and enforceable by an implied covenant of good faith and fair dealing. Except as set forth on Schedule 7.13(a) of the Base Indenture, the Guarantors have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and the Guarantors have filed, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (as defined other than the Owned Real Property, any New Owned Real Property and any Prospective Company Restaurant Property) granted to the Trustee hereunder no later than ten (10) days after the Closing Date or such Series Closing Date; provided, that with respect to Intellectual Property, New Real Estate Assets or Prospective Company Restaurant Property included in the Collateral Agreement) the Guarantors shall only take such action necessary to perfect such first-priority security interest consistent with and (B) subject to the Loan Proceeds Note Collateral Agreement will be effective to create obligations and time periods set forth in favor Sections 8.25(c), 8.25(e), or 8.38 of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright OfficeBase Indenture, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When Other than the Collateral Agreement security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or memorandum thereof is filed any other Permitted Lien, none of the Guarantors has pledged, assigned, sold or granted a security interest in the United States Patent Collateral. All action necessary (including the filing of UCC-1 financing statements and Trademark Office filings with the PTO and the United States Copyright Office, ) to protect and evidence the Trustee’s security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreementin the United States has been, or shall be, duly and effectively taken consistent with and subject to the obligations set forth in Section 4.6(a) in which a security interest may be perfected by filingabove and Sections 8.25(c), recording 8.25(e) or registering a 8.38 of the Base Indenture, except as described on Schedule 7.13(a) to the Base Indenture. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by any Guarantor and listing such Guarantor as debtor covering all or analogous document any part of the Collateral is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by such Guarantor in connection with a Contribution Agreement or in favor of the United States Patent Trustee on behalf of the Secured Parties in connection with this Agreement, and Trademark Office or no Guarantor has authorized any such filing. (c) All authorizations in this Agreement for the United States Copyright OfficeTrustee to endorse checks, as applicableinstruments and securities and to execute financing statements, in each case prior continuation statements, security agreements and superior in right to any other Person, other than instruments with respect to the rights Collateral and to take such other actions with respect to the Collateral authorized by this Agreement are powers coupled with an interest and are irrevocable. (d) Notwithstanding anything to the contrary herein, the Guarantors make no representation as to the validity, effectiveness, priority or enforceability of Persons pursuant to Liens expressly permitted by any grant of security interest in any real property assets under Section 6.05 (it being understood that subsequent recordings 3, including, in each case, the United States Patent and Trademark Office and New Real Estate Assets or the United States Copyright Office may Prospective Company Restaurant Properties, or the perfection thereof, which in each case shall be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired governed by the Loan Parties after the Effective Date)Mortgages, if applicable.

Security Interests. (a) When executed The Issuer and deliveredeach Guarantor owns and has good title to its Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. This Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected (except as described on Schedule 8.11 and as subject to Sections 8.25(c) and 8.25(d)) and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity, or by an implied covenant of good faith and enforceable fair dealing. Except as set forth in Schedule 8.11, the Issuer and the Guarantors have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Guarantee and Collateral Agreement. Subject to Sections 8.25(c) and 8.25(d), the Issuer and the Guarantors will have filed, or have caused the filing of, all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (other than Intellectual Property) granted to the Trustee hereunder or under the Guarantee and Collateral Agreement within ten (10) days of the date of this Agreement or such Series Closing Date. (b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or any other Permitted Lien, none of the Issuer or any Guarantor has pledged, assigned, sold or granted a security interest in the Collateral. All action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Trustee’s security interest in the Collateral (as defined in the Collateral AgreementUnited States has been or will be duly and effectively taken, including, without limitation, the actions required to be taken by the Issuer or Guarantors with respect to the Securitization IP set forth in Sections 8.25(c) and (Bd), subject in each case to Sections 7.13(a), 8.25(c) and 8.25(d), and except as described on Schedule 8.11. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Loan Proceeds Note Issuer or any Guarantor and listing the Issuer or such Guarantor as debtor covering all or any part of the Collateral Agreement will be effective to create is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the Issuer or such Guarantor in favor of the Trustee on behalf of the Secured Party (as defined Parties in connection with this Base Indenture and the Loan Proceeds Note Guarantee and Collateral Agreement, and neither the Issuer or any Guarantor has authorized any such filing. (c) a valid All authorizations in this Base Indenture and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement will constitutefor the Trustee to endorse checks, under applicable Federal instruments and State law, a fully perfected first priority Lien on, securities and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code execute financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing continuation statements, security agreements and other than instruments with respect to the rights of Persons pursuant Collateral and to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any take such other Person, other than actions with respect to the rights of Persons pursuant to Liens expressly permitted Collateral authorized by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office this Base Indenture and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications Guarantee and copyrights acquired by the Loan Parties after the Effective Date)Collateral Agreement are powers coupled with an interest and are irrevocable.

Security Interests. The Issuer hereby represents and warrants to the Indenture Trustee and the Noteholders that as of the date hereof and each Series Closing Date: (a) When executed This Base Indenture creates a valid and deliveredcontinuing security interest (as defined in the UCC) in all of its right, (i)(A) title and interest in, to and under the Collateral Agreement will be effective to create in favor of the Collateral Agent for Indenture Trustee, which security interest is prior to all other Liens other than Permitted Liens and is enforceable as such as against creditors of and purchasers from the benefit Issuer. (b) The Pooled Loans constitute “accounts,” “payment intangibles” or the proceeds thereof under the UCC, each of the Secured Parties Collection Account and the Lockbox Account constitutes a valid “deposit account” under the UCC, and enforceable the remaining Collateral constitutes “general intangibles” under the UCC. (c) It owns and has good and marketable title to the Collateral, free and clear of all Liens other than Permitted Liens. (d) Other than the security interest granted to the Indenture Trustee under this Base Indenture, it has not pledged, assigned, sold or granted a security interest in the Collateral. It has not authorized the filing of, nor is it aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement relating to any security interest granted pursuant hereto. It is not aware of any judgment or tax lien filings against the Issuer. (e) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral (as defined in granted to the Collateral Agreement) and (B) Indenture Trustee hereunder. Any financing statements filed or to be filed against the Loan Proceeds Note Collateral Agreement will be effective to create Issuer in favor of the Secured Party (as defined Indenture Trustee in connection herewith describing the Loan Proceeds Note Collateral Agreement) contains or will contain a valid and enforceable statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion rights of the Collateral (Indenture Trustee.” Notwithstanding any other provision of this Base Indenture, the perfection representations contained in this Section 7.12 shall be continuing, and remain in full force and effect until such time as defined all obligations hereunder and under the Notes have been finally and fully paid and performed. No failure or delay on the part of the Indenture Trustee in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)exercising any right, is delivered remedy, power or privilege with respect to the Collateral Agentthis Base Indenture, together with instruments any Indenture Supplement, shall operate as a waiver thereof nor shall any single or partial exercise of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all any right, title and interest of the pledgors thereunder in such Collateralremedy, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate power or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except privilege with respect to undisclosed Commercial Tort Claims (as defined in this Base Indenture, together with any Indenture Supplement, preclude any other or further exercise thereof or the Collateral Agreement)) Lien on, and security interest in all exercise of any other right, title and interest of the grantors thereunder in such Collateralremedy, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording power or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05privilege. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed The Guaranty and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of Agents and the Secured Parties Lenders a valid legal, valid, and enforceable security interest in the Collateral (as defined Collateral, in each case, subject to what is provided below. Upon the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when UCC-1 financing statements described in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection CertificateSection 12, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office Agent or the United States Copyright OfficeLenders, as applicable, in each case (other than taking possession of any certificates or instruments representing or evidencing Collateral to the extent required by the UCC, the execution and delivery of Control Agreements with respect to undisclosed Commercial Tort Claims (as defined Deposit Accounts and the recording of the collateral assignments referred to in the Collateral Agreement)) prior Guaranty and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the security interests in each case prior and superior Liens on the Collateral granted under the Guaranty and Collateral Agreement will be perfected, first-priority (subject to the Reference Subordination Agreement) security interests, and no further recordings or filings are or will be required in right to any other Personconnection with the creation, perfection, or enforcement of those security interests and Liens, other than (a) the filing of continuation statements in accordance with respect applicable law, (b) the recording of the collateral assignments referred to in the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings Guaranty and Collateral Agreement in the United States Patent and Trademark Office and the United States Copyright Office may be necessary Office, as applicable, with respect to perfect a lien on registered trademarks, after-acquired U.S. patent and trademark applications and copyrights acquired registrations and U.S. copyrights, and (c) the recordation of appropriate evidence of the security interest in the appropriate foreign registry with respect to all foreign intellectual property. Upon the execution of the Mexican Collateral Amendment and Reaffirmation Agreements, the Mexican Collateral Agreement will create in favor of the Lenders, a legal, valid, and enforceable security interest in the Collateral, in each case, subject to what is provided below. Upon (i) proper registration of the relevant Mexican Collateral Amendment and Reaffirmation Agreements before the Sole Registry of Liens over Movable Assets (Registro Único de Garantías Mobiliarias) and proper registration of the Mexican Security Trust Amendment and Reaffirmation Agreement before the Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial), in terms of each Mexican Collateral Amendment and Reaffirmation Agreement, respectively, (ii) the delivery of the relevant share certificates, as applicable, issued by a Mexican Subsidiary that is a party to or executes the Loan Parties after Mexican Collateral Amendment and Reaffirmation Agreements with respect to any Equity Interests issued by such Mexican Subsidiaries that are part of the Effective Date)Collateral, together with their corresponding endorsement, if applicable, and (iii) the execution of the relevant entry in the corporate books of each Mexican Subsidiary, made in terms of applicable law requirements, the security interests in and Liens on the Collateral granted under the Mexican Collateral Agreements, respectively will be perfected, first-priority (subject to the Reference Subordination Agreement) security interests, and no further recordings or filings are or will be required in connection with the creation, perfection, or enforcement of those security interests and Liens, other than any filings in connection with the Mexican Security Trust in accordance with its terms.

Security Interests. (a) When executed The Issuer and deliveredeach Guarantor owns and has good title to its Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. Except in the case of New Real Estate Assets included in the Collateral, this Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity and enforceable by an implied covenant of good faith and fair dealing. Except as set forth on Schedule 7.13, the Issuer and each Guarantor has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Guarantee and Collateral Agreement. The Issuer and each Guarantor has filed, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Owned Real Property and the New Owned Real Property) granted to the Trustee hereunder or under the Guarantee and Collateral Agreement no later than ten (as defined in 10) days after the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office Closing Date or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than Series Closing Date provided that with respect to the rights of Persons pursuant Real Estate Assets and the New Real Estate Assets included in the Collateral, the Issuer shall only take such action necessary to Liens expressly permitted by perfect such first priority security interest consistent with and subject to the obligations and time periods set forth in Section 6.058.38. (b) When Other than the Collateral Agreement security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or memorandum thereof is filed any other Permitted Lien, none of the Issuer or any Guarantor has pledged, assigned, sold or granted a security interest in the United States Patent Collateral. All action necessary (including the filing of UCC-1 financing statements and Trademark Office filings with the PTO and the United States Copyright Office, ) to protect and evidence the Trustee’s security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filingthe United States has been, recording or registering a shall be, duly and effectively taken, consistent with and subject to the obligations set forth in Section 7.13(a). No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Issuer or analogous document any Guarantor and listing the Issuer or any Guarantor as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the United States Patent Issuer or such Guarantor in connection with a Contribution Agreement or in favor of the Trustee on behalf of the Secured Parties in connection with this Base Indenture and Trademark Office the Guarantee and Collateral Agreement, and none of the Issuer or any Guarantor has authorized any such filing. (c) All authorizations in this Base Indenture and the United States Copyright OfficeGuarantee and Collateral Agreement for the Trustee to endorse checks, as applicableinstruments and securities and to execute financing statements, in each case prior continuation statements, security agreements and superior in right to any other Person, other than instruments with respect to the rights of Persons pursuant Collateral and to Liens expressly permitted take such other actions with respect to the Collateral authorized by Section 6.05 this Base Indenture and the Guarantee and Collateral Agreement are powers coupled with an interest and are irrevocable. (it being understood that subsequent recordings d) Notwithstanding anything to the contrary herein or in the United States Patent other Transaction Documents (other than the Mortgages, if applicable), none of the Issuer nor any Guarantor makes any representation as to the validity, effectiveness, priority or enforceability of any grant of security interest in any real property assets under Article III hereof or Section 3 of the Guarantee and Trademark Office Collateral Agreement, including in each case the Real Estate Assets and the United States Copyright Office may New Real Estate Assets, or the perfection thereof, which in each case shall be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired governed by the Loan Parties after the Effective Date)Mortgages, if applicable.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the applicable filing offices specified in under the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificateapplicable UCC, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in the such portion of such Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable UCC, in each case prior and superior in right to any other Person, other than Permitted Liens. (b) The Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Intellectual Property Security Agreement) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC and the Intellectual Property Security Agreement is recorded with respect the United States Patent and Trademark Office or the United States Copyright Office, the Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral in which a security interest may be perfected by the recordation of the Intellectual Property Security Agreement with such Offices, in each case prior and superior in right to the rights of Persons pursuant to any other Person, other than Permitted Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights security interest in such Collateral acquired by the Loan Parties after the Effective Date). (c) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when such Collateral (to the extent such Collateral constitutes an instrument or certificated security under the applicable UCC) is delivered to the Collateral Agent and financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than the Permitted Liens. (d) Each Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien in the Mortgaged Property subject thereto and, when appropriate filings or registrations are made as specified in such Mortgage, such Mortgage shall constitute a fully perfected Lien on all right, title and interest of the mortgagor thereunder in such Mortgaged Property, prior and superior in right to any other Person, other than Permitted Liens.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Pledge Agreement will be is effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in such Pledge Agreement) and, when financing statements in appropriate form are filed in the office of the Secretary of State of the State in which each Loan Party is organized, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Pledged Collateral (as defined in such Pledge Agreement), in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral such Security Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when . When financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule 3 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such portion of the Intellectual Property Collateral (as defined in the Collateral such Security Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable UCC, in each case prior and superior in right to any other person, other than Permitted Liens. (c) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien in the Collateral (as defined in such Mortgage). When appropriate recordings or registrations are made as specified in such Mortgage, such Mortgage shall constitute a fully perfected Lien on all right, title and interest of the mortgagor thereunder in such Collateral (as defined in the Mortgage), prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Permitted Liens.

Security Interests. (a) When executed The Guaranty and delivered, (i)(A) the Collateral Agreement will be effective to and the Mexican Collateral Agreements each create in favor of the Collateral Agent Administrative Agent, for the benefit of Administrative Agent and the Secured Parties Lenders, a valid legal, valid, and enforceable security interest in the Collateral Collateral, in each case, subject to what is provided below. Upon (as defined in the Collateral Agreement) and (Ba) the Loan Proceeds Note Collateral Agreement will be effective to create in favor filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when UCC-1 financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the AgileThought, Administrative Agent taking possession of any certificates or instruments representing or evidencing Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained required by filing Uniform Commercial Code financing statementsthe UCC with respect to AgileThought, other than the Intellectual Property (as defined execution and delivery of Control Agreements with respect to Deposit Accounts and the recording of the collateral assignments referred to in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document Guaranty and Collateral Agreement in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims AgileThought, and (b) proper registration of (i) an executed contribution agreement to the Mexican Security Trust and the transfer of all the intellectual property owned by Mexican Subsidiaries (x) before the Mexican Sole Registry of Liens over Movable Assets (Registro Único de Garantías Mobiliarias) and the Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial) as defined expressly provided in such contribution agreement, and (z) in the Collateral Agreement)partners registry book (libro especial de socios) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsof AN Extend, other than with respect to the rights transfer of Persons title of the AN Extend Equity Interest in favor of the trustee of the Mexican Security Trust, as expressly provided in the contribution agreement; (ii) the AN Extend Pledge without Transfer of Possession Agreement before the Mexican Sole Registry of Liens over Movable Assets; and (iii) the security interest created pursuant to the Mexican AN Extend Equity Partnership Interest Pledge Agreement in the partners’ registry book of AN Extend, the security interests in and Liens expressly permitted by Section 6.05. on the Collateral granted under the Guaranty and Collateral Agreement and the Mexican Collateral Documents, respectively, are perfected, first-priority security interests, and no further recordings or filings are or will be required in connection with the creation, perfection, or enforcement of those security interests and Liens, other than (a) the filing of continuation statements in accordance with applicable law, (b) When the recording of the collateral assignments referred to in the Guaranty and Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to after-acquired U.S. patent and trademark applications and registrations and U.S. copyrights, and (c) the recordation of appropriate evidence of the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than appropriate foreign registry with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)all foreign intellectual property.

Security Interests. (a) When executed Each Guarantor owns and deliveredhas good title to its Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. This Agreement constitutes a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected (except as described on Schedule 8.11 of the Base Indenture and as subject to Section 8.25(c) and Section 8.25(d) of the Base Indenture) and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity, or by an implied covenant of good faith and enforceable fair dealing. Except as set forth in Schedule 8.11 of the Base Indenture, the Guarantors have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Base Indenture. Subject to Section 8.25(c) and Section 8.25(d) of the Base Indenture, the Guarantors have filed, or have caused the filing of, all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (other than Intellectual Property) granted to the Trustee hereunder within ten (10) days of the date of this Agreement or such Series Closing Date. (b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or any other Permitted Lien, none of the Guarantors has pledged, assigned, sold or granted a security interest in the Collateral. All action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Trustee’s security interest in the Collateral (as defined in the Collateral AgreementUnited States has been duly and effectively taken, subject to Section 4.6(a) above and Sections 7.13(a), 8.25(c) and (B8.25(d) of the Loan Proceeds Note Base Indenture, and except as described on Schedule 8.11 of the Base Indenture. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by any Guarantor and listing such Guarantor as debtor covering all or any part of the Collateral Agreement will be effective to create is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by such Guarantor in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion Trustee on behalf of the Collateral (as defined Secured Parties in the Collateral connection with this Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest no Guarantor has authorized any such filing. (c) All authorizations in all rightthis Agreement for the Trustee to endorse checks, title instruments and interest of the pledgors thereunder in such Collateral, prior securities and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code execute financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing continuation statements, security agreements and other than instruments with respect to the rights of Persons pursuant Collateral and to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any take such other Person, other than actions with respect to the rights of Persons pursuant to Liens expressly permitted Collateral authorized by Section 6.05 (it being understood that subsequent recordings in the United States Patent this Agreement are powers coupled with an interest and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)are irrevocable.

Security Interests. (a) When executed and delivered, (i)(A) the Guarantee and Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the US Facilities Collateral (as defined in therein), to the extent contemplated by the Guarantee and Collateral Agreement) , and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (iii) when the portion of the US Facilities Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement will constitutecreate, under applicable Federal to the extent contemplated by the Guarantee and State lawCollateral Agreement, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Grantors in such Collateralcertificated securities to the extent perfection is governed by the Uniform Commercial Code as in effect in any applicable jurisdiction, prior and superior subject to no other Lien other than Liens permitted under Section 6.02 that take priority over security interests in right to any other Person certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (iiiii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement Guarantee and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, create a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder Grantors in such Collateral, the remaining US Facilities Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements in such jurisdictions, subject to no other Lien other than Liens permitted under Section 6.02. The exclusion of the Intellectual Property Consent Assets (as defined in the Security AgreementsGuarantee and Collateral Agreement) from the US Facilities Collateral does not materially reduce the aggregate value of the US Facilities Collateral. (b) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the counties specified in Schedule 3.10(b), the Mortgages will create perfected Liens on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties on or prior to the Effective Date and Liens permitted under Section 6.02). (c) Upon the recordation of the Guarantee and Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office, the Guarantee and Collateral Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Material Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such recordation in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant subject to Liens expressly permitted by under Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien Lien on registered trademarks, trademarks and trademark applications and copyrights acquired by the Loan Parties Grantors after the Effective Date). As of the Effective Date, Schedule 3.10(c) sets forth all the Material Intellectual Property. (d) Upon the recordation of the Guarantee and Collateral Agreement with the Federal Aviation Administration, the Guarantee and Collateral Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02. (e) None of the Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents.

Security Interests. (a) When executed Each of the Non-Shared Collateral Pledge Agreement and delivered, (i)(A) the Shared Collateral Pledge Agreement will be is effective to create in favor of the Collateral Agent and the Collateral Trustee, respectively, for the ratable benefit of the Secured Parties and the Shared Collateral Secured Parties, respectively, a valid and enforceable security interest in the Collateral "Collateral" (as defined in the Non-Shared Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party "Collateral" (as defined in the Loan Proceeds Note Shared Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Pledge Agreement), (ii) respectively, and, when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral AgentAgent thereunder, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, such security interest shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person Person. (b) Each of the Non-Shared Collateral Security Agreement and the Shared Collateral Security Agreement is effective to create in favor of the Collateral Agent and the Collateral Trustee, respectively, for the ratable benefit of the Secured Parties and the Shared Collateral Secured Parties, respectively, a legal, valid and enforceable security interest in the "Collateral" (iiias defined in the Non-Shared Collateral Security Agreement) and the "Collateral" (as defined in the Shared Collateral Security Agreement), respectively, and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, on Schedule D to each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitutePerfection Certificates, under applicable Federal and State law, such security interest shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Property, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the The security interest created thereunder shall constitute under each of the Non-Shared Collateral Security Agreement and the Shared Collateral Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired or registered by the Loan Parties after the Restatement Effective Date).

Security Interests. (a) When Once executed and delivered, (i)(A) each of the Collateral Agreement will be effective to create Security Documents creates, as security for the Obligations, a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Collateral, and upon making the filings and recordings referenced in the next two sentences and taking the other perfection steps required by the applicable Security Documents a perfected security interest in and Lien on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties a valid Creditors, superior to and enforceable security interest in prior to the rights of all third persons and subject to no other Liens, except that the Collateral (as defined under the Security Documents may be subject to Permitted Liens. No filings or recordings are required in order to perfect the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor security interests created under any Security Document except for filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion UCC financing statements specified on Schedule 6 of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed Perfection Certificate in the offices specified on such Schedule and any other filings or recordings required in the Effective Date Perfection Certificate connection with any such Security Document that shall have been made, or in the Effective Date Loan Proceeds Note Perfection Certificatefor which satisfactory arrangements have been made, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, upon or prior to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than execution and delivery thereof. The recordation of (x) the Intellectual Property Patent Security Agreement (as defined in the Security AgreementsAgreement) and (y) the Trademark Security Agreement (as defined in the Security Agreement) in which a security interest may be perfected by filingthe respective form attached to the Security Agreement, recording or registering a security agreement, financing statement or analogous document in each case in the United States Patent and Trademark Office or Office, together with filings on Form UCC-1 made pursuant to the Security Agreement and payment of all applicable fees, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that are part of the Collateral, and the recordation of the Copyright Security Agreement (as defined in the Security Agreement) substantially in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as applicablemay be perfected by such filings and recordation, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined a perfected security interest in the Collateral Agreement)) prior and superior in right United States copyright registrations that are part of the Collateral. All recording, stamp, intangible or other similar Taxes required to be paid by any Person under applicable legal requirements or other Person laws applicable to the extent property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection can or enforcement thereof have been paid or arrangements for prompt payment of such Taxes have been made, except as would not, individually or in the aggregate, reasonably be obtained by filing Uniform Commercial Code financing statements, other than with respect expected to the rights of Persons pursuant to Liens expressly permitted by Section 6.05have a Material Adverse Effect. (b) When If applicable, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Real Property in favor of the Collateral Agreement Agent (or memorandum thereof is filed in a trustee for the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest benefit of the Loan Parties in the Intellectual Property (Collateral Agent, as defined in the Collateral Agreement) in which a security interest may be perfected by filingrequired or desired under local law), recording or registering a security agreementfor the benefit of the Secured Creditors, financing statement or analogous document in the United States Patent superior and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of all third Persons pursuant and subject to no other Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Dateother than Permitted Liens related thereto).

Security Interests. (ai) When executed and delivered, (i)(A) the Collateral Each Security Agreement will be effective to create creates in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in identified therein. Upon the Collateral filing of UCC-1 financing statements pursuant to the Existing Financing Agreement) and (B) , the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion recording of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered Assignments for Security referred to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right the submission of an appropriate application requesting that the Lien of the Collateral Agent be noted on the certificate of title or ownership, completed and authenticated by the applicable Loan Party, together with the certificate of title or ownership, with respect to such Rolling Stock, to the applicable state agency, and the recording of the filings required under any other Personsimilar law of any foreign jurisdiction, such security interests in and Liens on the Collateral granted thereby shall be perfected, first priority security interests, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than (i) the filing of continuation statements in accordance with respect to applicable law, (ii) the rights recording of Persons the Collateral Assignments for Security pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings each Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office may be necessary Office, as applicable, with respect to perfect a lien on registered trademarks, after-acquired U.S. patent and trademark applications and registrations and U.S. copyrights, (iii) the registration of any unregistered copyrights with the United States Copyright Office and (iv) the recordation of appropriate evidence of the security interest in the appropriate foreign registry with respect to all foreign intellectual property. (ii) Each Canadian Security Agreement creates in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral secured thereby. Upon the filing of the PPSA financing statements pursuant to the Existing Financing Agreement and the recording of the Canadian Security Agreement in the Canadian Intellectual Property Office, such Liens on the Collateral granted thereby shall be perfected, first priority security interests, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such Liens, other than (i) the filing of continuation statements in accordance with applicable law, (ii) the recording of the Canadian Security Agreement in the Canadian Intellectual Property Office with respect to after-acquired by Canadian intellectual property and (iii) the Loan Parties after recordation of appropriate evidence of the Effective Date)Lien on the appropriate foreign registry with respect to all foreign intellectual property.

Security Interests. (a) When executed The Security Documents create, as security for the Obligations, valid and delivered, (i)(A) enforceable Liens on the Collateral Agreement will be effective to create (other than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Security Agreement) in favor of the Collateral Agent for the benefit of the Secured Parties Parties. All Governmental Approvals necessary to perfect such Liens have been obtained. (b) The Liens on the Collateral (other than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Security Agreement) granted to the Collateral Agent pursuant to the Security Documents (i) constitute perfected security interests under the UCC to the extent a valid and enforceable security interest can be perfected by filing or, in the Collateral case of the Account Collateral, by "control" (as defined in the UCC) and (ii) are, as to the Collateral (other than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Security Agreement) perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, deed of trust, Lien, security interest, encumbrance, assignment, or otherwise, subject to Permitted Encumbrances. All action that is necessary or required by the Administrative Agent or the Collateral Agent has been taken in order to establish and perfect the Collateral Agent's Lien on the Collateral (other than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Security Agreement) and no action, filing, recordation, re-filing, or re-recording is necessary to perfect and maintain the perfection of the Liens on the Collateral (Bother than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Loan Proceeds Note Collateral Agreement will be effective to create Security Agreement) in favor of the Collateral Agent, for the benefit of the Secured Party Parties, prior to all Liens other than Permitted Encumbrances. On the Financial Closing Date, all such actions, filings, recordations, re-filings, and re-recordings listed on Schedule 4.07(b), other than the continuation statements identified thereon, will have been made. The descriptions of the Collateral (other than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Security Agreement) set forth in the Security Documents are true, complete, and correct in all material respects and are adequate for the purpose of creating, attaching, and perfecting the Collateral Agent's Liens on the Collateral (other than the Section 7 Assets and the Collateral described in Section 2(a)(iii)(B) of the Security Agreement). (c) The Borrower is a corporation organized under the laws of the State of Delaware and, for the purposes of the UCC, (i) is deemed to be organized and located in the State of Delaware and (ii) is a "transmitting utility" (as defined in the Loan Proceeds Note UCC). The Collateral Agreement) a valid and enforceable security interest in the Collateral consisting of "equipment" or "fixtures" (each as defined in the Loan Proceeds Note Collateral Agreement), (iiUCC) when the portion of the Collateral (as defined is and will be located only in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien jurisdictions set forth on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective DateSchedule 4.07(c).

Security Interests. (a) When executed and delivered, (i)(A) each of the Non-Shared Collateral Pledge Agreement and the Shared Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent and the Collateral Trustee, respectively, for the ratable benefit of the Secured Parties and the Shared Collateral Secured Parties, respectively, a valid and enforceable security interest in the Collateral "Collateral" (as defined in the Non-Shared Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party "Collateral" (as defined in the Loan Proceeds Note Shared Collateral Pledge Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral AgentAgent or Collateral Trustee thereunder, together with instruments each of transfer duly endorsed in blank, the Non-Shared Collateral Pledge Agreement will constitute, under applicable Federal and State law, the Shared Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person Person. (b) When executed and delivered, each of the Non-Shared Collateral Security Agreement and the Shared Collateral Security Agreement is effective to create in favor of the Collateral Agent and the Collateral Trustee, respectively, for the ratable benefit of the Secured Parties and the Shared Collateral Secured Parties, respectively, a legal, valid and enforceable security interest in the "Collateral" (iiias defined in the Non-Shared Collateral Security Agreement) and the "Collateral" (as defined in the Shared Collateral Security Agreement) and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, on Schedule 6 to each of the Perfection Certificates, the Non-Shared Collateral Security Agreement and the Loan Proceeds Note Shared Collateral Security Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filingProperty, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other PersonPerson to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).6.02A.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties creates a valid and enforceable first priority security interest in the Collateral described therein securing the Obligations (subject only to Permitted Liens and matters disclosed in Schedule 4.7 and to such qualifications and exceptions as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined are contained in the Uniform Commercial Code)Code with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Division 9 of the Uniform Commercial Code does not apply) and all action necessary to perfect the security interests so created, is other than filing of the UCC-1 financing statements delivered to the Collateral Agent, together Agent pursuant to Section 8.1 with instruments of transfer duly endorsed in blank, the appropriate Governmental Agency have been taken and completed. The Trademark Collateral Agreement will constitute, under applicable Federal and State law, Assignment creates a fully perfected valid first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each collateral assignment of the Collateral Agreement described therein securing the Obligations and all action necessary to perfect the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statementscollateral assignment so created, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in filing thereof with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, will have been taken and completed. The Pledge Agreement (Nevada Gaming) creates a valid first priority security interest in each case the Pledged Collateral (other than with respect Nevada Gaming) and upon delivery of the Pledged Collateral (Nevada Gaming) to undisclosed Commercial Tort Claims the Collateral Agent (as defined or its designee) in the State of Nevada all action necessary to perfect the security interest so created has been taken and completed. The Pledge Agreement (General) creates a valid first priority security interest in the Pledged Collateral (General) and upon delivery of the Pledged Collateral (General) to the Collateral Agent (or its designee) all action necessary to perfect the security interest so created has been taken and completed. Each Deed of Trust creates a valid Lien in the Collateral Agreement)) prior and superior in right to any other Person to described therein securing the extent perfection can be obtained by filing Uniform Commercial Code financing statementsObligations, other than with respect those arising under Sections 4.18, 5.12 and 11.22, (subject only to the rights of Persons pursuant to Permitted Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed and matters described in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien onSchedule 4.7), and security interest in, all right, title and interest of action necessary to perfect the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other PersonLien so created, other than recordation or filing thereof with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent appropriate Governmental Agencies, have been taken and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)completed.

Security Interests. Pursuant to the Security Documents, the Trustee (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Holders of Outstanding Indenture Obligations, including the Secured Parties Parties) has a valid and enforceable security interest perfected Lien in the Collateral (as defined other than interests in real estate acquired after the Collateral Agreementdate hereof and located in a county in which the Mortgage Indenture has not previously been recorded, in such case for a period of no more than 180 days after acquisition of such interests) and such Collateral is subject to no Prior Liens (B) other than the Loan Proceeds Note Collateral Agreement will be effective to create in favor Prior Liens permitted by Section 13.6 of the Secured Party (Mortgage Indenture). All documents and instruments, including the Mortgage Indenture and financing statements, have been recorded or filed for record in such manner and in such places as defined are required, and all other actions as are necessary have been taken to establish and perfect the Trustee’s Lien in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in to the Collateral (as defined other than interests in real estate acquired after the Loan Proceeds Note Collateral Agreementdate hereof and located in a county in which the Mortgage Indenture has not previously been recorded, in such case for a period of no more than 180 days after acquisition of such interests), (ii) when for the portion benefit of the Collateral (as defined in Holders of Outstanding Indenture Obligations, including the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal FFB and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such CollateralDOE, to the extent perfection can be obtained contemplated by the Security Documents. The FFB Promissory Notes constitute Additional Obligations under the Mortgage Indenture and the DOE Reimbursement Notes constitute “Credit Obligations” under the Mortgage Indenture. All taxes and Periodic Expenses that are due and payable in connection with the execution, delivery, filing Uniform Commercial Code or recordation of the Mortgage Indenture and the financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeexecution, as applicableissuance and delivery of the FFB Promissory Notes and the DOE Reimbursement Notes, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in or the Collateral Agreement)) prior and superior in right to any other Person granting of Liens pursuant to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsMortgage Indenture, other than with respect have been paid or arrangements satisfactory to the rights of Persons pursuant relevant Secured Parties have been made to Liens expressly permitted by Section 6.05satisfy such obligations. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and delivered, (i)(A) The security interests created in favor of the Collateral Agreement Agent under the Security Documents will at all times from and after the Temporary Amendment Effective Date constitute, as security for the obligations purported to be effective secured thereby, a legal, valid, enforceable and perfected security interest in and Lien on all of the Collateral referred to create therein in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective Creditors, subject to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)no other Liens, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Permitted Liens. (b) When The Borrower has legal and marketable title to all Collateral covered by such Security Documents free and clear of all Liens (except Permitted Liens). The Aircraft Collateral has been duly certified by the FAA as to type and airworthiness and the Collateral Agreement or memorandum thereof is filed has been insured by the Borrower in accordance with the United States Patent and Trademark Office and terms of the United States Copyright OfficeSecurity Documents. With respect to each Airframe included as Collateral, the security interest created thereunder Collateral shall constitute include a fully perfected Lien on, and security interest in, all right, title and interest sufficient number of the Loan Parties in the Intellectual Property (as defined appropriate Engines to operate each Airframe included in the Collateral Agreementas an Aircraft. (c) No consents, filings or recordings are required in which a order to perfect (or maintain the perfection or priority of) the security interest may interests purported to be perfected created by filing, recording or registering a security agreement, financing statement or analogous document in any of the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other PersonSecurity Documents, other than with respect such as have been obtained and which remain in full force and effect and other then periodic UCC continuation filings." (i) Section 7.01 of the Credit Agreement is hereby amended by (i) deleting the reference to Section 8.08 appearing in clause (d) thereof and (ii) deleting the words "Pool Asset" appearing in clause (g) thereof and inserting in lieu thereof the words "item of Collateral". (j) Section 7.02 of the Credit Agreement is hereby amended by inserting after the phrase "visit and inspect any of the properties or assets of such Credit Party and any of its Subsidiaries" appearing in the second sentence thereof the phrase "(including, without limitation, the Collateral and any books, records or logs related thereto)". (k) Section 7.03 of the Credit Agreement is hereby amended by (i) deleting the word "or" following the words "at all times be covered by" and inserting in lieu thereof the word "and", and (ii) inserting the words "to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired extent required by the Loan Parties Security Documents and other insurance" immediately following the words "maintain in full force and effect insurance" appearing therein. (l) Section 7 of the Credit Agreement is hereby further amended by inserting the following new Section 7.12 immediately after the Effective Date).Section 7.11 appearing therein:

Security Interests. (a) When Each of the Guarantee and Collateral Agreement, the Reaffirmation Agreement and the Canadian Security Agreements is or, when executed and delivered, (i)(A) the Collateral Agreement will be be, effective to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in Collateral, to the extent contemplated by the Guarantee and Collateral Agreement) , the Reaffirmation Agreement or the Canadian Security Agreements, as the case may be, and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (iii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the applicable Uniform Commercial Code), ) was or is delivered to the Collateral AgentAgent (or its sub-agent for perfection) thereunder, together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement created or will constitutecreate, under applicable Federal to the extent contemplated by the Guarantee and State lawCollateral Agreement, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Grantors in such Collateralcertificated securities to the extent perfection is governed by the applicable Uniform Commercial Code as in effect in any applicable jurisdiction, prior and superior subject to no other Lien other than Liens permitted under Section 6.06 that take priority over security interests in right to any other Person certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (iiiii) when financing statements in sufficient appropriate form were or are filed filed, and any other applicable registrations were or are made, in the offices specified in the Effective Restatement Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may beGuarantee and Collateral Agreement, each of the Collateral Reaffirmation Agreement and the Loan Proceeds Note Collateral Agreement Canadian Security Agreements created or will constitute, under applicable Federal and State law, create or continue a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest (or hypothec, as applicable) in all right, title and interest of the grantors thereunder Grantors in such Collateral, the remaining Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements and making such other applicable filings and registrations in such jurisdictions, subject to no other Lien other than Liens permitted under Section 6.06. The exclusion of the Intellectual Property Consent Assets (as defined in the Guarantee and Collateral Agreement) from the Collateral does not materially reduce the aggregate value of the Collateral. (b) Each Mortgage creates or, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and the Mortgages create or, when the Mortgages have been filed or registered in the counties specified in Schedule 3.10(b), will create perfected Liens on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than as provided in the Lenders Lien Subordination and Intercreditor Agreement and other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties on or prior to the Restatement Date and Liens permitted under Section 6.06). (c) The Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the Canadian Security Agreements) Agreements currently on file with the Canadian Intellectual Property Office, create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on all right, title and interest of the Grantors in the Material Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such recordation in the United States Patent and Trademark Office or the United States Copyright Canadian Intellectual Property Office, as applicablethe case may be, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)i) prior and superior in right to any other Person and (ii) subject to no other Lien other than, in the extent perfection can be obtained by filing Uniform Commercial Code financing statementscase of (i) and (ii), as provided in the Lenders Lien Subordination and Intercreditor Agreement and other than with respect to the rights of Persons pursuant to Liens expressly permitted by under Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office Canadian Intellectual Property Office, as the case may be, may be necessary to perfect a lien Lien on registered trademarks, trademarks and trademark applications and copyrights acquired by the Loan Parties Grantors after the Effective Restatement Date). As of the Restatement Date, Schedule 3.10(c) sets forth all the Material Intellectual Property. (d) The Guarantee and Collateral Agreement currently on file with the Federal Aviation Administration creates in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case, other than as provided in the Lenders Lien Subordination and Intercreditor Agreement, prior and superior in right to any other Person, subject to no other Lien other than Liens permitted under Section 6.06. (e) None of the Restatement Date Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents.

Security Interests. (a) When executed and deliveredAt all times after the execution of the Security Documents, (i)(A) the Security Documents create, in favor of the Collateral Agreement Agent for the benefit of the Secured Parties, as security for the obligations purported to be secured thereby, a legal, valid and enforceable perfected first priority security interest in and Lien upon all of the Collateral, superior to and prior to the rights of all third persons and subject to no Liens except Permitted Encumbrances applicable to such Collateral. The mortgagor under each Mortgage has good and marketable title to the Mortgaged Real Property free and clear of all Liens other than Permitted Encumbrances and Liens expressly permitted by the applicable Mortgage. The respective pledgor or assignor, as the case may be, has (or on and after the time it executes the respective Security Document, will be effective have) good and marketable title to create all items of Collateral (other than the Mortgaged Real Property) covered by such Security Document free and clear of all Liens except Permitted Encumbrances and Liens expressly permitted by the applicable Security Document. Upon delivery to the Collateral Agent of any certificated Pledged Securities (including without limitation the Existing Investments delivered to the Collateral Agent on the Closing Date pursuant to Section 3.01(I) (i) and the JP Notes) and upon taking all actions required by Article 8 of the UCC in the case of any uncertificated Pledged Securities (which delivery and/or such other actions have been done and remain in full force and effect as to all such Pledged Securities owned by any Credit Party on any date on which this representation and warranty is made or deemed made), the security interests created in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable under the Pledge Agreements constitute first priority perfected security interest interests in the Collateral (as defined Pledged Securities described in the Collateral Agreement) Pledge Agreements and (B) owned by the Loan Proceeds Note Collateral Agreement will be effective Credit Party on any date on which this representation and warranty is made or deemed made, subject to create in favor no security interests of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent . No filings or recordings are required in the United States Patent and Trademark Office and the United States Copyright Office may be necessary order to perfect a lien on registered trademarks, trademark applications or confirm the perfection of the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document which shall have been made prior to or contemporaneously with the execution and copyrights acquired by the Loan Parties after the Effective Date)delivery thereof.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, such security interest shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (Bb) the Loan Proceeds Note Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Security Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)and, is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, on Schedule 6 to each of the Collateral Perfection Certificates, the Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Agreement), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.18(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Interests. (a) When executed On and delivered, (i)(A) the Collateral Agreement will be effective to create in favor as of the Closing Date: (i) Upon execution and delivery of the Second Priority Collateral Agreement, delivery to the Credit Facilities Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in certificates or instruments representing or evidencing the Pledged Securities or other Collateral (in each case as defined in the Second Priority Collateral Agreement) and (B) in accordance with the Loan Proceeds Note Second Priority Collateral Agreement will be effective to create (or in favor the case of certificates or instruments representing or evidencing Collateral which are then in the possession of the Secured Party (as defined Credit Facilities Collateral Agent, upon the execution and delivery of the Intercreditor Agreement) and, in the Loan Proceeds Note case of Collateral Agreement) not constituting certificated securities or instruments, the filing of Uniform Commercial Code financing statements and any other applicable registrations in the appropriate filing offices, the Secured Parties will obtain a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, lien upon and security interest in all right, title and interest of the pledgors thereunder Company in such Collateral, prior and superior in right Collateral (to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate extent a lien upon or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest Collateral may be perfected by filingpossession, recording by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or registering a security agreement, financing statement or analogous document in by any filings required with the United States Patent and Trademark Office or the United States Copyright Office, ) as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims security for the payment and performance of the Obligations (as defined in the Second Priority Collateral Agreement), which security interest will rank immediately junior in priority (subject to Permitted Collateral Liens) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to security interests in the rights of Persons pursuant to Liens expressly permitted by Section 6.05Collateral securing the Priority Lien Obligations. (bii) When Upon the Collateral Agreement or memorandum thereof is filed in execution and delivery of the United States Patent and Trademark Office and the United States Copyright OfficeMortgages, the security interest created thereunder shall constitute Mortgages will be effective to grant a fully perfected Lien on, legal and security interest in, valid mortgage lien on all of the mortgagor's right, title and interest in each of the Loan Parties mortgaged properties thereunder. When the Mortgages are duly recorded in the Intellectual Property (as defined proper recorders' offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second-priority security interest in the related mortgaged property, for the ratable benefit of the Secured Parties, subject only to Permitted Collateral Agreement) in which a security interest Liens and other encumbrances and exceptions to title expressly set forth therein and except to the extent that such enforceability may be perfected limited by filingapplicable bankruptcy, recording insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or registering a security agreementat law). (iii) The mortgaged properties under the Mortgages comply in all material respects with all applicable setback requirements, financing statement zoning codes, ordinances, laws and regulations, except where non-compliance would not, individually or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeaggregate, as applicablehave a Material Adverse Effect. (iv) There are no pending or, in each case prior and superior in right to any other Person, other than with respect to the rights knowledge of Persons pursuant the Company, threatened condemnation proceedings, lawsuits, or administrative actions relating to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings the mortgaged properties under the Mortgages which would have, individually or in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect aggregate, a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Material Adverse Effect.

Security Interests. On the date of the Closing, (a) When executed all necessary and deliveredappropriate financing statements are in appropriate form for filing so that, (i)(A) once filed with the Collateral offices described in Schedule 5.19, the Lien granted under the Security Agreement will be effective constitute a continuing perfected first priority Lien (subject to create Permitted Liens described in clauses (v) through (vii) of the definition thereof and to the pari passu lien in favor of the Collateral agent pursuant to the Bank Facility and the 2012 Note Agent for pursuant to the benefit 2012 Note Agreement and parties under any Additional Debt Facilities) on all right, title and interest of the Secured Parties a valid and enforceable security interest Fund in the Collateral described in the Security Agreement that may be perfected by filing, and (as defined b) upon effectiveness of the Control Agreement, the Lien granted under the Security Agreement will constitute a perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the Fund in the Collateral Agreementthat is subject thereto to the extent such Lien may be perfected by control of the Collateral Agent, in each case subject to no Liens other than Permitted Liens described in clauses (v) through (vii) of the definition thereof and (B) to the Loan Proceeds Note Collateral Agreement will be effective to create pari passu lien in favor of the Secured Party (as defined agent pursuant to the Bank Facility and the 2012 Note Agent pursuant to the 2012 Note Agreement and parties under any Additional Debt Facilities, and, accordingly, the Security Agreement creates in favor of the Loan Proceeds Note Collateral Agreement) Agent, for the ratable benefit of the holders of the Notes, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, pledge and security interest in all right, title and interest of the pledgors thereunder Fund in such the Collateral, prior effective as against creditors of and superior purchasers from the Fund (subject to Permitted Liens described in right to any other Person and clauses (iiiv) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each through (vii) of the Collateral definition thereof and to the pari passu lien in favor of the agent pursuant to the Bank Facility, and the 2012 Note Agent pursuant to the 2012 Note Agreement and parties under any Additional Debt Facilities). For the Loan Proceeds avoidance of doubt, the 2013 Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (this Agreement are the only Additional Debt Facilities as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05date hereof. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (iii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, under applicable Federal and State law, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iiiii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement shall constitute a fully perfected Lien on, and the Loan Proceeds Note Collateral Agreement will constitutesecurity interest in, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof).

Security Interests. (a) When executed and delivered, (i)(A) ------------------ the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Pledge Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Security Agreement is effective to create in favor of the Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (iiias defined in the Security Agreement) and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Agreement), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor As of the Collateral Agent for applicable Effective Date, Lender shall (i) obtain from the benefit of the Secured Parties applicable Borrower a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective agreement pursuant to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) which such Borrower grants to Lender a valid and enforceable security interest first priority Lien in the Collateral, subject to the provisos below and (ii) take such actions as are required to perfect Lender's Liens in the Collateral (as defined in under the Loan Proceeds Note Collateral Agreement), (ii) when the portion laws of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined well as under the laws of any applicable foreign jurisdiction in the Collateral Agreementcase of Export-Related Overseas Accounts Receivable and Export-Related Overseas Inventory, and patents registered in a foreign jurisdiction in the circumstances described below)) prior , including the filing in the appropriate jurisdictions of UCC financing statements identifying the applicable Borrower, Guarantor or third party and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When describing the Collateral Agreement or memorandum thereof is filed and the filing of any documents required to protect the Liens granted to Lender in Collateral that cannot be fully perfected by a filing under the UCC (e.g., the filing of patent and trademark security agreements in the United States Patent and Trademark Office and the United States Copyright Officefiling of mortgages, the security interest created thereunder shall constitute a fully perfected Lien ondeeds of trusts, and security interest in, all right, title and interest of the Loan Parties fixture filings or other indenture documents in the Intellectual Property (as defined in the Collateral Agreementlocal recording offices) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in provided that filings with the United States Patent and Trademark Office (or under the United States Copyright Officelaws of any foreign jurisdiction in which a patent might be registered) are only required when Lender would make such filing for similar loan facilities (including domestic facilities) on its own account and risk. Lender shall take such steps as are necessary to maintain throughout the Loan Facility Term a valid, as applicableenforceable and perfected first priority Lien in the Collateral subject only to Permitted Liens, including the timely filing of continuation statements with respect to such UCC financing statements and the filing of additional UCC financing statements if Lender has actual knowledge that a Borrower, a Guarantor or a third party has moved the Collateral or its jurisdiction of organization or otherwise has taken any action that would require Lender to take additional action to maintain its perfected first priority Lien in the Collateral subject only to Permitted Liens. If, in connection with any loan or other credit accommodation to be provided by Lender to a Borrower, Lender receives a Lien on any assets (other than Primary Collateral) to secure such loans and other credit accommodations, the Lien on such assets shall also secure the Loan Facility Obligations. Notwithstanding the foregoing, if any Lien on any Secondary Collateral or any Guarantor Collateral is not intended to be a first priority Lien, all references herein to a first priority Lien with respect to such Secondary Collateral or Guarantor Collateral shall be to a Lien in the priority set forth in Sections 6.E. and F. respectively, of the applicable Loan Authorization Agreement. (b) Primary Collateral shall mean the Collateral described in Section 6.A. of the Loan Authorization Agreement which shall include at a minimum the following: (i) For each case prior Revolving Loan Facility, (A) all Export-Related Accounts Receivable, (B) (only applicable if such Accounts Receivable will enter into the Export-Related Borrowing Base) all Export-Related Overseas Accounts Receivable, (C) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export- Related Inventory, (D) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export-Related Overseas Inventory, (E) all Export-Related General Intangibles, (F) Other Assets, if any, and superior (G) Other Collateral, if any; (ii) For each Transaction Specific Loan Facility and Transaction Specific Revolving Loan Facility, (A) all Export-Related Accounts Receivable relating to Specific Export Order(s), (B) (only applicable if such Accounts Receivable will enter into the Export-Related Borrowing Base) all Export-Related Overseas Accounts Receivable relating to Specific Export Order(s), (C) (only applicable if such Inventory will enter into the Export- Related Borrowing Base) all Export-Related Inventory relating to Specific Export Order(s), (D) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export- Related Overseas Inventory relating to Specific Export Order(s), (E) all Export-Related General Intangibles, (F) Other Assets, if any, and (G) Other Collateral, if any. (c) For each Loan Facility, Secondary Collateral shall mean the Collateral described in right Section 6.B. of the Loan Authorization Agreement which shall include at a minimum all assets of a Borrower, other than the Primary Collateral, in which Lender is granted a Lien to secure any financial accommodation (other than the Loan Facility Obligations) provided by Lender to Borrower. (d) Lender shall not obtain from any Borrower, any Guarantor or any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings a Lien on any asset not included in the United States Patent and Trademark Office and Collateral which would separately secure the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by portion of the Loan Parties Facility not guaranteed by Ex-Im Bank. (e) Promptly after the Effective Date), Lender shall confirm by a UCC search of the appropriate jurisdictions that Lender has obtained a perfected first priority Lien in the Collateral subject only to Permitted Liens, provided that such UCC search is not required when the Loan Facility is a Renewal; notwithstanding this proviso, Lender in all cases continues throughout the Loan Facility to have the Lender Obligation to obtain and maintain its perfected security interest in the Collateral.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Pledge Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Security Agreement is effective to create in favor of the Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (iiias defined in the Security Agreement) and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) ), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Permitted Encumbrances. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral such Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).the

Security Interests. (a) When executed and deliveredIn connection with the Prior Credit Agreement, (i)(A) the Collateral Agreement will be effective Borrower granted to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which Lenders a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien onin, and security interest ina lien on, all right, title and interest of the Borrower in and to substantially all the assets of the Borrower (excluding Excluded Property) and by entering into a security agreement in favor of the Agent for the benefit of the Lenders dated as of December 4, 1998 (the "Security Agreement") in order to secure payment and performance of the Borrower's Obligations to the Agent and the Lenders under the Prior Credit Agreement and the Notes and the other Loan Parties in the Intellectual Property (Documents as defined in therein. (b) In connection with the Collateral Prior Credit Agreement) in which , the Borrower caused each of its Subsidiaries to grant to the Agent for the benefit of the Lenders thereunder a security interest may be perfected in, and a lien on, all right, title and interest of each such Subsidiary in and to substantially all the assets of each such Subsidiary (excluding Excluded Property) and by filing, recording or registering entering into a security agreementagreement in favor of the Agent for the benefit of such Lenders (collectively, financing statement the "Subsidiary Security Agreements") in order to secure payment and performance of the Borrower's Obligations to the Agent and the Lenders under the Prior Credit Agreement and the Notes and the other Loan Documents as defined therein. A list of the Subsidiary Security Agreements that are as of the date hereof in full force and effect is set forth on Schedule A. (c) In connection with the Prior Credit Agreement, the Borrower entered into a stock pledge agreement in favor of the Agent for the benefit of the Lenders dated as of December 4, 1998 (the "Stock Pledge Agreement") providing for the pledge to the Agent for the benefit of the Lenders of all outstanding capital stock of all present and future Subsidiaries of the Borrower and delivered to the Agent for the benefit of the Lenders certificates representing all such shares accompanied by undated stock powers or analogous document other appropriate instruments of transfer duly executed in blank. A list of the Stock Pledge Agreements that are as of the date hereof in full force and effect are set forth on Schedule A. (d) The Borrower agrees that all references in the United States Patent Security Agreement, the Subsidiary Security Agreements and Trademark Office or the United States Copyright OfficeStock Pledge Agreement, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office Prior Credit Agreement and the United States Copyright Office may Notes issued in connection therewith shall mean and be necessary a reference to perfect a lien on registered trademarks, trademark applications this Agreement and copyrights acquired by the Loan Parties after Notes issued hereunder and that the Effective Date)definition of "Secured Obligations" in such Security Instruments shall include all Obligations as defined herein.

Security Interests. (a) When executed The Issuer owns and deliveredhas good title to its Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. This Base Indenture constitutes a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity and enforceable by an implied covenant of good faith and fair dealing. The Issuer has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder. The Issuer has filed, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral granted to the Trustee hereunder no later than ten (10) days after the Closing Date or such Series Closing Date. (b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or any other Permitted Lien, the Issuer has pledged, assigned, sold or granted a security interest in the Collateral. All action necessary, including the filing of UCC-1 financing statements to protect and evidence the Trustee’s security interest in the Collateral (as defined in the United States has been, or shall be, duly and effectively taken, consistent with and subject to the obligations set forth in Section 7.13(a). No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Issuer and listing the Issuer as debtor covering all or any part of the Collateral Agreement) and (B) is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the Loan Proceeds Note Collateral Issuer in connection with the Contribution Agreement will be effective to create or in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion Trustee on behalf of the Collateral (as defined Secured Parties in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together connection with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien onthis Base Indenture, and security interest the Issuer has authorized any such filing. (c) All authorizations in all rightthis Base Indenture for the Trustee to endorse checks, title instruments and interest of the pledgors thereunder in such Collateral, prior securities and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code execute financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing continuation statements, security agreements and other than instruments with respect to the rights of Persons pursuant Collateral and to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any take such other Person, other than actions with respect to the rights of Persons pursuant to Liens expressly permitted Collateral authorized by Section 6.05 (it being understood that subsequent recordings in the United States Patent this Base Indenture are powers coupled with an interest and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)are irrevocable.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral each ------------------- Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral each Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral each Pledge Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Borrower Security Agreement and (iii) the Subsidiary Security Agreement are each effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Borrower Collateral and the Guaranteed Obligations Collateral, respectively, and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) ), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.03. (bc) When the Collateral each Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral such Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.03 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.15, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Pledge Agreement will be is effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in such Pledge Agreement) and, when such Collateral (to the extent such Pledged Collateral constitutes a certificated security or an instrument under the applicable Uniform Commercial Code) is delivered to such Collateral Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral such Security Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule 1 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such portion of the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable Uniform Commercial Code, in each case prior and superior in right to any other Personperson, other than Permitted Prior Liens. (c) After the execution and delivery of each Rig Mortgage, each Rig Mortgage will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security interest in all Collateral (as defined in such Rig Mortgage) and, when appropriate filings or registrations are made in accordance with respect the laws of the Rig’s flag, such Rig Mortgage shall constitute a first preferred perfected mortgage Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Rig, prior and superior in right to any other person, other than Permitted Prior Liens, and will constitute a “preferred mortgage” within the rights meaning of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in 31301(6) of Title 46 of the United States Patent Code, entitled to the benefits accorded a preferred mortgage on a foreign vessel, in the case of Rigs not registered under the laws and Trademark Office flag of the United States, and in the case of Rigs registered under the laws and flag of the United States, constitutes a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Copyright Office may be necessary Code, entitled to perfect the benefits accorded a lien preferred mortgage on a registered trademarks, trademark applications vessel under the laws and copyrights acquired by flag of the Loan Parties after the Effective Date)United States.

Security Interests. (ai) When executed Each WIFIA IPA and deliveredSection 5451 of the California Government Code establish, and (i)(Aii) the Collateral Agreement will be effective District has taken all necessary action to create pledge, assign, and grant, in each case in favor of the Borrower, legal, valid, binding and enforceable Liens on the Pledged Collateral Agent purported to be created, pledged, assigned, and granted pursuant to and in accordance with such WIFIA IPA, irrespective of whether any Person has notice of the pledge and without the need for any physical delivery, recordation, filing, or further act. The Liens on the Pledged Collateral in favor of the Borrower are in full force and effect and are (A) not subordinate or junior to any other Liens in respect of the Pledged Collateral, (B) not pari passu with any Liens in respect of the Pledged Collateral other than the Liens on the Pledged Collateral for the benefit of the Secured Parties Parity Obligations and (C) senior to the Liens on the Pledged Collateral for the benefit of the Subordinate Obligations. The Lien on the WIFIA Debt Service Account in favor of the Borrower is the only Lien with respect to the WIFIA Debt Service Account. The District is not in breach of any covenant set forth in Section 17(b) (Affirmative Covenants of the District – Securing Liens) or in any WIFIA Loan Document to which the District is a valid party with respect to the matters described in Section 17(b) (Affirmative Covenants of the District – Securing Liens). All documents and instruments have been recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable has been taken to establish a legal, valid, binding, and enforceable Lien on the Pledged Collateral for the benefit of the Borrower, and all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any WIFIA Loan Document or any instruments, certificates or financing statements in connection with the foregoing, have been paid. Neither the attachment, validity, enforceability or priority of the security interest in the Pledged Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective granted pursuant to create in favor any WIFIA IPA is governed by Article 9 of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05UCC. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. The Issuer hereby represents and warrants to the Indenture Trustee and the Noteholders that as of the date hereof and each Series Closing Date: (a) When executed This Base Indenture creates a valid and deliveredcontinuing security interest (as defined in the UCC) in all of its right, (i)(A) title and interest in, to and under the Collateral Agreement will be effective to create in favor of the Collateral Agent for Indenture Trustee, which security interest is prior to all other Liens other than Permitted Liens and is enforceable as such as against creditors of and purchasers from the benefit Issuer. (b) The Pooled Loans constitute “accounts,” “payment intangibles” or the proceeds thereof under the UCC, each of the Secured Parties Collection Account and the Lockbox Account constitutes a valid “deposit account” under the UCC, and enforceable the remaining Collateral constitutes “general intangibles” under the UCC. (c) It owns and has good and marketable title to the Collateral, free and clear of all Liens other than Permitted Liens. (d) Other than the security interest granted to the Indenture Trustee under this Base Indenture, it has not pledged, assigned, sold or granted a security interest in the Collateral. It has not authorized the filing of, nor is it aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement relating to any security interest granted pursuant hereto. It is not aware of any judgment or tax lien filings against the Issuer. (e) The Issuer has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral (as defined in granted to the Collateral Agreement) and (B) Indenture Trustee hereunder. Any financing statements filed or to be filed against the Loan Proceeds Note Collateral Agreement will be effective to create Issuer in favor of the Secured Party (as defined Indenture Trustee in connection herewith describing the Loan Proceeds Note Collateral Agreement) contains or will contain a valid and enforceable statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion rights of the Collateral (Indenture Trustee.” Notwithstanding any other provision of this Base Indenture, the perfection representations contained in this Section 7.12 shall be continuing, and remain in full force and effect until such time as defined all obligations hereunder and under the Notes have been finally and fully paid and performed. No failure or delay on the part of the Indenture Trustee in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)exercising any right, is delivered remedy, power or privilege with respect to the Collateral Agentthis Base Indenture, together with instruments any Indenture Supplement, shall operate as a waiver thereof nor shall any single or partial exercise of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all any right, title and interest of the pledgors thereunder in such Collateralremedy, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate power or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except privilege with respect to undisclosed Commercial Tort Claims (as defined in this Base Indenture, together with any Indenture Supplement, preclude any other or further exercise thereof or the Collateral Agreement)) Lien on, and security interest in all exercise of any other right, title and interest of the grantors thereunder in such Collateralremedy, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording power or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05privilege. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When Each of the Guarantee and Collateral Agreement, the Reaffirmation Agreement and the Canadian Security Agreements is or, when executed and delivered, (i)(A) the Collateral Agreement will be be, effective to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in Collateral, to the extent contemplated by the Guarantee and Collateral Agreement) , the Reaffirmation Agreement or the Canadian Security Agreements, as the case may be, and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (iii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the applicable Uniform Commercial Code), ) was or is delivered to the Collateral AgentAgent (or its sub-agent for perfection) thereunder, together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement created or will constitutecreate, under applicable Federal to the extent contemplated by the Guarantee and State lawCollateral Agreement, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Grantors in such Collateralcertificated securities to the extent perfection is governed by the applicable Uniform Commercial Code as in effect in any applicable jurisdiction, prior and superior subject to no other Lien other than Liens permitted under Section 6.06 that take priority over security interests in right to any other Person certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (iiiii) when financing statements in sufficient appropriate form were or are filed filed, and any other applicable registrations were or are made, in the offices specified in the Effective Restatement Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may beGuarantee and Collateral Agreement, each of the Collateral Reaffirmation Agreement and the Loan Proceeds Note Collateral Agreement Canadian Security Agreements created or will constitute, under applicable Federal and State law, create or continue a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest (or hypothec, as applicable) in all right, title and interest of the grantors thereunder Grantors in such Collateral, the remaining Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements and making such other applicable filings and registrations in such jurisdictions, subject to no other Lien other than Liens permitted under Section 6.06. The exclusion of the Intellectual Property Consent Assets (as defined in the Guarantee and Collateral Agreement) from the Collateral does not materially reduce the aggregate value of the Collateral. (b) Each Mortgage creates or, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and the Mortgages create or, when the Mortgages have been filed or registered in the counties specified in Schedule 3.10(b), will create perfected Liens on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than as provided in the Lenders Lien Subordination and Intercreditor Agreement and other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties on or prior to the Restatement Date and Liens permitted under Section 6.06). (c) The Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the Canadian Security Agreements) Agreements currently on file with the Canadian Intellectual Property Office, create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on all right, title and interest of the Grantors in the Material Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such recordation in the United States Patent and Trademark Office or the United States Copyright Canadian Intellectual Property Office, as applicablethe case may be, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)i) prior and superior in right to any other Person and (ii) subject to no other Lien other than, in the extent perfection can be obtained by filing Uniform Commercial Code financing statementscase of (i) and (ii), as provided in the Lenders Lien Subordination and Intercreditor Agreement and other than with respect to the rights of Persons pursuant to Liens expressly permitted by under Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office Canadian Intellectual Property Office, as the case may be, may be necessary to perfect a lien Lien on registered trademarks, trademarks and trademark applications and copyrights acquired by the Loan Parties Grantors after the Effective Restatement Date). As of the Restatement Date, the Disclosure Letter sets forth all the Material Intellectual Property. (d) The Guarantee and Collateral Agreement currently on file with the Federal Aviation Administration creates in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case, other than as provided in the Lenders Lien Subordination and Intercreditor Agreement, prior and superior in right to any other Person, subject to no other Lien other than Liens permitted under Section 6.06. (e) None of the Restatement Date Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Pledge Agreement will be is effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in such Pledge Agreement) and, when such Collateral (to the extent such Pledged Collateral constitutes a “certificated security” or an “instrument” under the applicable Uniform Commercial Code) is delivered to such Administrative Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral such Security Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule I to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such portion of the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable Uniform Commercial Code, in each case prior and superior in right to any other Personperson, other than Excepted Liens. (c) After the execution and delivery of each Rig Mortgage, each Rig Mortgage will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in all Collateral (as defined in such Rig Mortgage) and, when appropriate filings or registrations are made in accordance with respect the laws of the Rig’s flag, such Rig Mortgage shall constitute a first preferred perfected mortgage Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Rig, prior and superior in right to any other person, other than Excepted Liens, and will constitute a “preferred mortgage” within the rights meaning of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in 31301(6) of Title 46 of the United States Patent Code, entitled to the benefits accorded a preferred mortgage on a foreign Rig, in the case of Rigs not registered under the laws and Trademark Office and flag of the United States Copyright Office may be necessary of America, and in the case of Rigs registered under the laws and flag of the United States of America, will constitute a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Code, entitled to perfect the benefits accorded a lien preferred mortgage on a registered trademarks, trademark applications Rig under the laws and copyrights acquired by flag of the Loan Parties after the Effective Date)United States of America.

Security Interests. Exhibit 10.16 (a) When executed This Base Indenture creates a valid and deliveredcontinuing security interest (as defined in the UCC) in all of its right, (i)(A) title and interest in, to and under the Collateral Agreement will be effective to create in favor of the Collateral Agent for Indenture Trustee, which security interest is prior to all other Liens other than Permitted Liens and is enforceable as such as against creditors of and purchasers from the benefit Issuer. (b) The Pooled Loans constitute “accounts,” “payment intangibles” or the proceeds thereof under the UCC, each of the Secured Parties Collection Account and the Lockbox Account constitutes a valid “deposit account” under the UCC, and enforceable the remaining Collateral constitutes “general intangibles” under the UCC. (c) It owns and has good and marketable title to the Collateral, free and clear of all Liens other than Permitted Liens. (d) Other than the security interest granted to the Indenture Trustee under this Base Indenture, it has not pledged, assigned, sold or granted a security interest in the Collateral. It has not authorized the filing of, nor is it aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement relating to any security interest granted pursuant hereto. It is not aware of any judgment or tax lien filings against the Issuer. (e) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral (as defined in granted to the Collateral Agreement) and (B) Indenture Trustee hereunder. Any financing statements filed or to be filed against the Loan Proceeds Note Collateral Agreement will be effective to create Issuer in favor of the Secured Party (as defined Indenture Trustee in connection herewith describing the Loan Proceeds Note Collateral Agreement) contains or will contain a valid and enforceable statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion rights of the Collateral (Indenture Trustee.” Notwithstanding any other provision of this Base Indenture, the perfection representations contained in this Section 7.12 shall be continuing, and remain in full force and effect until such time as defined all obligations hereunder and under the Notes have been finally and fully paid and performed. No failure or delay on the part of the Indenture Trustee in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)exercising any right, is delivered remedy, power or privilege with respect to the Collateral Agentthis Base Indenture, together with instruments any Indenture Supplement, shall operate as a waiver thereof nor shall any single or partial exercise of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all any right, title and interest of the pledgors thereunder in such Collateralremedy, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate power or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except privilege with respect to undisclosed Commercial Tort Claims (as defined in this Base Indenture, together with any Indenture Supplement, preclude any other or further exercise thereof or the Collateral Agreement)) Lien on, and security interest in all exercise of any other right, title and interest of the grantors thereunder in such Collateralremedy, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording power or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05privilege. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, such security interest shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (Bb) the Loan Proceeds Note Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Security Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)and, is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in on Schedule 6 to the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Agreement), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Interests. (a) When executed The CCO Guarantee and delivered, (i)(A) the Collateral Agreement will be is effective to create or continue, as applicable, in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of certificated Pledged Stock (as defined constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC) described in the CCO Guarantee and Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is certificates representing such Pledged Stock are delivered to the Collateral Administrative Agent, together with instruments of transfer duly endorsed and in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest case of the pledgors thereunder other Collateral described in such Collateralthe CCO Guarantee and Collateral Agreement, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in on Schedule 4.20(a), the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the CCO Guarantee and Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties parties thereto in such Collateral and the Intellectual Property proceeds thereof, as security for the Obligations (as defined in the CCO Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person, other than with respect to Liens not prohibited by Section 7.3. (b) Each Silo Guarantee and Collateral Agreement is effective to continue in favor of the rights Borrower a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of Persons pursuant certificated Pledged Stock (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC) described in the Silo Guarantee and Collateral Agreements, when certificates representing such Pledged Stock are delivered to the Borrower, and in the case of the other Collateral described in such Silo Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.20(b), each Silo Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the parties thereto in such Collateral and the proceeds thereof, as security for the Obligations (as defined in such Silo Guarantee and Collateral Agreement) with respect thereto, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted not prohibited by Section 6.05 7.3. (it being understood that subsequent recordings in c) None of the United States Patent Equity Interests of the Borrower and Trademark Office and its Subsidiaries which are limited liability companies or partnerships constitutes a security under Section 8-103 of the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by New York UCC or the Loan Parties after the Effective Date)corresponding code or statute of any other applicable jurisdiction.

Security Interests. (a) When executed The Liens and delivered, (i)(A) security interests granted to the Collateral Agreement will be effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Parties a valid Banks pursuant to the Patent, Trademark and enforceable security interest Copyright Assignment, the Security Agreement (Special Collateral Account), the Pledge Agreement and the Security Agreement in the Collateral (as defined in other than the Collateral AgreementProperty) constitute and (B) the Loan Proceeds Note Collateral Agreement will be effective continue to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in constitute Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code)") or other applicable Law entitled to all the rights, is delivered to benefits and priorities provided by the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code or such Law. Upon the filing of financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a statements relating to said security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, interests in each case (office and in each jurisdiction CREDIT AGREEMENT where required in order to perfect the security interests described above, taking possession of any stock certificates or other than with respect to undisclosed Commercial Tort Claims (as defined in certificates evidencing the Pledged Collateral Agreement)) prior and superior in right to any other Person by the Broker pursuant to the extent perfection can be obtained provisions of the applicable Account Control Agreement or by filing Uniform Commercial Code financing statements, other than with respect the Administrative Agent pursuant to the rights Pledge Agreement and recordation of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed Patent, Trademark and Copyright Assignment in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, all such action as is necessary or advisable to establish such rights of the Administrative Agent will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Assignment, the Pledge Agreement, the Account Control Agreement (Private Company Pledged Securities), the Account Control Agreement (Public Company Pledged Securities), the Security Agreement (Special Collateral Account) and the Security Agreement, such filings, such taking of possession, no necessity for any further action in each case prior order to preserve, protect and superior in right to any other Personcontinue such rights, other than except the filing of continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the rights filing of Persons pursuant such financing statements and the filing of financing statements in compliance with all statutory requirements necessary to keep perfected the Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings and security interests in the United States Patent event the Collateral is moved. All filing fees and Trademark Office and the United States Copyright Office may other expenses in connection with each such action have been or will be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired paid by the Loan Parties after the Effective Date)Borrowers.

Security Interests. (a) When Once executed and delivered, (i)(A) each of the Collateral Agreement will be effective to create Security Documents creates, as security for the Obligations, a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Collateral, and upon making the filings and recordings referenced in the next two sentences and taking the other perfection steps required by the applicable Security Documents a perfected security interest in and Lien on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties a valid Creditors, superior to and enforceable security interest in prior to the rights of all third persons and subject to no other Liens, except that the Collateral (as defined under the Security Documents may be subject to Permitted Liens. No filings or recordings are required in order to perfect the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor security interests created under any Security Document except for filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion UCC financing statements specified on Schedule 6 of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed Perfection Certificate in the offices specified on such Schedule and any other filings or recordings required in the Effective Date Perfection Certificate connection with any such Security Document that shall have been made, or in the Effective Date Loan Proceeds Note Perfection Certificatefor which satisfactory arrangements have been made, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, upon or prior to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than execution and delivery thereof. The recordation of (x) the Intellectual Property Patent Security Agreement (as defined in the Security AgreementsAgreement) and (y) the Trademark Security Agreement (as defined in the Security Agreement) in which a security interest may be perfected by filingthe respective form attached to the Security Agreement, recording or registering a security agreement, financing statement or analogous document in each case in the United States Patent and Trademark Office or Office, together with filings on Form UCC-1 made pursuant to the Security Agreement and payment of all applicable fees, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that are part of the Collateral, and the recordation of the Copyright Security Agreement (as defined in the Security Agreement) substantially in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as applicablemay be perfected by such filings and recordation, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined a perfected security interest in the Collateral Agreement)) prior and superior in right United States copyright registrations that are part of the Collateral. All recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable legal requirements or other Person laws applicable to the extent property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection can or enforcement thereof have been paid or arrangements for prompt payment of such taxes have been made, except as would not reasonably be obtained by filing Uniform Commercial Code financing statements, other than with respect expected to the rights of Persons pursuant to Liens expressly permitted by Section 6.05have a Material Adverse Effect. (b) When If applicable, each Mortgage creates, as security for the obliga­tions purported to be secured thereby, a valid and enforceable and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Real Property in favor of the Collateral Agreement Agent (or memorandum thereof is filed in a trustee for the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest benefit of the Loan Parties in the Intellectual Property (Collateral Agent, as defined in the Collateral Agreement) in which a security interest may be perfected by filingrequired or desired under local law), recording or registering a security agreementfor the benefit of the Secured Creditors, financing statement or analogous document in the United States Patent superior and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of all third Persons pursuant and subject to no other Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Dateother than Permitted Liens related thereto)).

Security Interests. (a) When executed All action necessary (including the filing of UCC-1 financing statements, the assignment of rights under the Manufacturer Programs to the Master Collateral Agent and delivered, (i)(A) the Collateral Agreement will be effective to create in favor notation on the Certificates of Title for all Vehicles of the Master Collateral Agent for Agent’s Lien), to protect and perfect the benefit of the Secured Parties a valid and enforceable Trustee’s security interest in the Collateral and the Master Collateral Agent’s security interest in the Pledged Master Collateral now in existence and hereafter acquired or created has been duly and effectively taken. (b) No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Trustee in connection with this Indenture or the Master Collateral Agent in connection with the Master Collateral Agency Agreement. (c) This Base Indenture creates a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of the Secured Parties, which Lien will be prior to all other Liens (other than Permitted Liens), and the Master Collateral Agency Agreement creates a valid and continuing Lien on the Pledged Master Collateral in favor of the Master Collateral Agent prior to all other Liens (other than Permitted Liens) and, in each case, will be enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. All action necessary to perfect such prior security interests has been duly taken. (d) Except for a change made pursuant to Section 8.21, (i) the Issuer’s sole place of business and chief executive office shall be at, and the place where its records concerning the Collateral are kept is at: 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx and (ii) the Issuer’s jurisdiction of organization is Delaware. The Issuer does not transact, and has not transacted, business under any other name. (e) All authorizations in this Indenture for the Trustee to endorse checks, instruments and securities and to file financing statements, continuation statements, security agreements, Certificates of Title, and other instruments with respect to the Collateral are powers coupled with an interest and are irrevocable. (f) This Base Indenture creates a valid and continuing Lien (as defined in the New York UCC) in the General Intangibles Collateral Agreementand the Collection Account Collateral in favor of the Trustee on behalf of the Secured Parties, which Lien is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. All action necessary to perfect such first priority security interest has been duly taken. (Bg) The General Intangibles Collateral constitutes “general intangibles” within the Loan Proceeds Note meaning of the New York UCC. (h) The Issuer owns and has good and marketable title to the General Intangibles Collateral Agreement and the Collection Account Collateral free and clear of any Liens (except for Permitted Liens), claim or encumbrance of any Person. (i) The Issuer has caused or will be effective have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to create perfect the security interest in the General Intangibles Collateral granted to the Trustee in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Parties hereunder. (bj) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, Other than the security interest created thereunder shall constitute granted to the Trustee in favor of the Secured Parties herein, the Issuer has not pledged, assigned, sold, granted a fully perfected Lien on, and security interest in, all right, title and interest or otherwise conveyed any of the Loan Parties in General Intangibles Collateral. The Issuer has not authorized the Intellectual Property (as defined in filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the General Intangibles Collateral Agreement) in which a other than any financing statement relating to the security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect granted to the rights Trustee in favor of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood the Secured Parties hereunder or that subsequent recordings in has been terminated. The Issuer is not aware of any judgment or tax lien filings against the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Issuer.

Security Interests. In connection with the obligation of any Person within the Company Group under the Security Trust Agreement to perfect any security interest granted by it in its right, title and interest in and to any Assigned Lease, the Servicer’s sole responsibility in respect thereof shall be to take the following actions with respect to each Assigned Lease: (a1) When executed seek advice from local counsel in the jurisdiction where the related Aircraft Asset is registered as to what actions would be customarily taken in such jurisdiction to perfect the security interest created in such Assigned Lease pursuant to the Security Trust Agreement and deliveredto use commercially reasonable efforts to implement such advice, (i)(A2) create an original chattel paper copy of such Assigned Lease by adding the Collateral Agreement will be effective following language to create in favor the cover of such Assigned Lease: “To the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral extent, if any, that this [Lease Agreement] or any [Lease Supplement] hereunder constitutes tangible chattel paper (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as such term is defined in the Uniform Commercial CodeCode as in effect in any applicable jurisdiction), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and no security interest in all right, title and interest this [Lease Agreement] or such [Lease Supplement] may be created through the transfer or possession of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, counterpart other than the Intellectual Property (original executed counterpart, which shall be identified as the counterpart containing the receipt therefore executed by the Security Trustee under and as defined in the Security AgreementsTrust Agreement dated as of [ ] [ ], 2007 between the Company, Deutsche Bank Trust Company Americas, as Security Trustee, and the various other parties identified on the signature pages thereof”, and (3) no later than ten days after the execution of such Assigned Lease by all the parties thereto, deliver such original tangible chattel paper copy (which, by way of clarification, shall not include the signature or the receipt therefore of the Security Trustee) to a courier service for delivery to the Security Trustee at Deutsche Bank Trust Company Americas, Attention: Structured Finance Services / Trust & Agency Services, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (4) notify the Lessee in writing of the security assignment of such Assigned Lease to the Security Trustee SCHEDULE 2.02(a) TO SERVICING AGREEMENT pursuant to the Security Trust Agreement (which a security interest notice may be perfected by filingcontained in such Assigned Lease), recording (5) obtain from the Lessee a written acknowledgment addressed to, or registering a for the benefit of, the Security Trustee (A) acknowledging receipt of notification of such security agreement, financing statement or analogous document in assignment and (B) containing the United States Patent and Trademark Office or agreement of the United States Copyright Office, as applicable, in each case (other than with respect Lessee to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right continue to any other Person make all payments required to be made to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect lessor under such Assigned Lease to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When account specified in such Assigned Lease unless and until the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 Security Trustee otherwise directs (it being understood that subsequent recordings the account specified in such Assigned Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of this Schedule 2.02(a)) and (6) take such other action as the Company shall have reasonably requested and described in reasonable detail in a written notice to the Servicer. Notwithstanding the foregoing, the Servicer shall have no obligation to take any action specified in the United States Patent and Trademark Office and prior sentence of this Section 2.3(a) with respect to any Assigned Lease or any supplement or amendment thereto that was executed before the United States Copyright Office may be necessary related Aircraft became an Aircraft Asset. In connection with any Assigned Lease, the Company will cooperate with the Servicer in obtaining a letter of quiet enjoyment with respect to perfect a lien on registered trademarks, trademark applications and copyrights acquired by such Assigned Lease referred to in the Loan Parties after final sentence of Section 2.08(a) of the Effective Date)Security Trust Agreement.

Security Interests. (a) When executed and delivered, (i)(A) The provisions of the Collateral Security Agreement will be are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Credit Parties in such Collateralthe Security Agreement Collateral described therein, prior and superior the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Restatement Effective Date will have) a fully perfected security interest in right all right, title and interest in all of the Security Agreement Collateral described therein to any the extent contemplated therein, subject to no other Person Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (iiiy) when financing statements the Grant of Security Interest in sufficient form are filed U.S. Trademarks, if applicable, in the offices specified respective form attached to the Security Agreement, in each case in the Effective Date Perfection Certificate or United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, to the extent the security interest granted pursuant thereto may be perfected by such filings and recordation, a perfected security interest in the Effective Date Loan Proceeds Note Perfection CertificateUnited States trademarks and patents covered by the Security Agreement, as and the case recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, to the extent the security interest granted pursuant thereto may bebe perfected by such filings and recordation, each a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agreement and Agent, for the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State lawbenefit of the Secured Creditors, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien onlegal, valid and enforceable security interest in all right, title and interest of the grantors thereunder Credit Parties in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property Pledge Agreement Collateral (as defined in the Security Agreements) in which a security interest may be perfected by filingdescribed therein), recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Restatement Effective Date will have) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties Pledge Agreement Collateral described therein to the extent contemplated therein, subject to no other Liens other than Permitted Liens. (c) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Intellectual respective Mortgaged Property (as defined in favor of the Collateral Agreement) in which a security interest Agent (or such other trustee as may be perfected by filingparty thereto) for the benefit of the Secured Creditors, recording or registering a security agreement, financing statement or analogous document in the United States Patent superior and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of all third Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood except that subsequent recordings in the United States Patent security interest and Trademark Office and the United States Copyright Office mortgage lien created on such Mortgaged Property may be necessary subject to perfect a lien on registered trademarks, trademark applications the Permitted Encumbrances related thereto) and copyrights acquired by the Loan Parties after the Effective Datesubject to no other Liens (other than Permitted Liens related thereto).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Pledge Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and (iii) enforceable security interest in the Collateral, and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Agreement), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code 77 72 financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.03. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.03 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages, if any, entered into after the date hereof, are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when filed in the appropriate real estate filing offices, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances.

Security Interests. (a) When executed Upon execution and delivered, (i)(A) the Collateral Agreement will be effective to create in favor delivery of the Collateral Agent for Security Documents and the benefit filing of Uniform Commercial Code financing statements and any other applicable registrations in the Secured Parties appropriate filing offices, the Investors will obtain a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, lien upon and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement Company and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined Guarantors in the Collateral Agreement)) Lien on, and (to the extent a lien upon or security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest Collateral may be perfected by filingpossession, recording by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or registering a security agreement, financing statement or analogous document in by any filings required with the United States Patent and Trademark Office or the United States Copyright Office, ) as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims security for the 2010 Notes and the Securities Guarantee (as defined in the Indenture), which security interest will rank immediately junior in priority (subject to Permitted Collateral Agreement)Liens) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to security interests in the rights of Persons pursuant to Liens expressly permitted by Section 6.05Collateral securing the Priority Lien Obligations. (b) When Upon the Collateral Agreement or memorandum thereof is filed execution and delivery of the mortgages to be delivered at Closing (the “Mortgages”) related to the Mortgaged Property (as used in the United States Patent Amended Credit Agreement), such Mortgages will be effective to grant a legal and Trademark Office and valid mortgage lien on all of the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all mortgagor’s right, title and interest in each of the Loan Parties Mortgaged Properties thereunder. When the Mortgages are duly recorded in the Intellectual Property (as defined proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second-priority security interest in the related Mortgaged Property, for the ratable benefit of the holders of the 2010 Notes, subject only to Permitted Collateral Agreement) in which a security interest Liens and other encumbrances and exceptions to title expressly set forth therein and except to the extent that such enforceability may be perfected limited by filingapplicable bankruptcy, recording insolvency, reorganization, moratorium or registering a security agreement, financing statement similar laws affecting creditors’ rights generally or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)equitable principles.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Pledge Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and (iii) enforceable security interest in the Collateral, and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Agreement), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.03. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.03 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages, if any, entered into after the date hereof, are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when filed in the appropriate real estate filing offices, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances.

Security Interests. (a) When executed On and delivered, (i)(A) the Collateral Agreement will be effective to create in favor as of the Collateral Closing Date: (i) Upon (A) delivery to the Credit Agent for the benefit of the Secured Parties a valid and enforceable security interest in certificated securities representing or evidencing the Collateral Pledged Securities (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed executed in blankblank in accordance with the Collateral Agreement (or in the case of certificates or instruments representing or evidencing Collateral which are then in the possession of the Credit Agent, upon the execution and delivery of the Intercreditor Agreement) the Collateral Agreement will constitutecreate, under applicable Federal and State lawto the extent contemplated thereby, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Company and the Grantors in such Collateralcertificated securities to the extent perfection is governed by the Uniform Commercial Code (the "UCC"), prior and superior as in right to any other Person effect in the applicable jurisdiction and (iiiB) when in the case of Collateral not constituting certificated securities or instruments, the filing of UCC financing statements or, in sufficient the case of such Collateral of Goodyear Canada Inc. ("GOODYEAR CANADA"), Personal Property Security Act ("PPSA") financing statements, in appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, create a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest (or hypothec, as applicable) in all right, title and interest of the grantors thereunder Company and the Grantors in such CollateralCollateral other than the certificated Pledged Securities (as defined in the Collateral Agreement), to the extent perfection can be obtained by filing Uniform Commercial Code UCC financing statements or PPSA financing statements, other than as applicable, in such jurisdictions. (ii) Upon the Intellectual Property (as defined in recordation of the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in Collateral Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the will create a perfected security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties in the Collateral consisting of Material Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such recordation in the United States Patent and Trademark Office or Office. (iii) Upon the United States Copyright Officerecordation of the Collateral Agreement with the Federal Aviation Administration, the Collateral Agreement will create a perfected security interest on all right, title and interest of the Collateral consisting of Aircraft Collateral (as applicabledefined in the Collateral Agreement) in which a security interest may be perfected by such recordation in the Federal Aviation Administration. (iv) The mortgage on the Corporate Headquarters, upon execution and delivery by the parties thereto, will create in each case prior favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and superior enforceable Lien on all the Company's right, title and interest in right to any other Person, other than with respect and to the rights Corporate Headquarters and the proceeds thereof, subject to the Enforceability Exceptions, and when the mortgage has been filed in Summit county, Ohio, the mortgage will create a perfected lien on all right, title and interest of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings the Company in the United States Patent and Trademark Office Corporate Headquarters and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)proceeds thereof.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral such Security Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule I to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such portion of the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable Uniform Commercial Code, in each case prior and superior in right to any other Personperson, other than Permitted Liens. (b) The Pledge Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Pledge Agreement) and, when such Collateral (to the extent such Collateral constitutes an instrument under the applicable Uniform Commercial Code) is delivered to such Administrative Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (c) Each Mortgage with respect to the rights Mortgaged Vessels is effective to create for the ratable benefit of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings the Secured Parties a legal, valid and enforceable security interest in the United States Patent and Trademark Office and Mortgaged Vessels and, when appropriate filings or registrations are made with the United States Copyright Office appropriate registration office of the country where such Mortgaged Vessel is flagged or such other Person as may be necessary required by local law, the Collateral Agent shall have a fully perfected Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Mortgaged Vessel as of the Closing Date, prior and superior in right to perfect any other person, other than Permitted Liens. (d) Each Mortgage with respect to the Mortgaged Property is effective to create for the ratable benefit of the Secured Parties a lien legal, valid and enforceable security interest in all Collateral (as defined in such Mortgage) and, when appropriate filings or registrations are made with the county clerk of each county where such Mortgaged Property is located, such Mortgage shall constitute a fully perfected Lien on registered trademarksall right, trademark applications title and copyrights acquired by interest of the applicable Loan Parties after Party thereunder in the Effective applicable Mortgaged Property as of the Closing Date), prior and superior in right to any other person, other than Permitted Liens.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Pledge Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (iiias defined in the Security Agreement) and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) ), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Copyr ight Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Permitted Encumbrances. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest in favor of the Collateral Agent for the benefit of the Secured Parties created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 Permitted Encumbrances (it being understood that subsequent recordings in the United States Patent and Trademark Tradem ark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages, if any, are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.15, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances.

Security Interests. (a) When executed The Issuer and deliveredeach Guarantor owns and has good title to its Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. Except in the case of New Real Estate Assets included in the Collateral, this Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity and enforceable by an implied covenant of good faith and fair dealing. Except as set forth on Schedule 7.13, the Issuer and each Guarantor has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Guarantee and Collateral Agreement. The Issuer each Guarantor has filed, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security AgreementsNew Owned Real Property) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person granted to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other Trustee hereunder or under the Guarantee and Collateral Agreement no later than ten (10) days after the Closing Date or such Series Closing Date provided that with respect to the rights of Persons pursuant New Real Estate Assets included in the Collateral, the Issuer shall only take such action necessary to Liens expressly permitted by perfect such first priority security interest consistent with and subject to the obligations and time periods set forth in Section 6.058.38. (b) When Other than the Collateral Agreement security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or memorandum thereof is filed any other Permitted Lien, none of the Issuer or any Guarantor has pledged, assigned, sold or granted a security interest in the United States Patent Collateral. All action necessary (including the filing of UCC-1 financing statements and Trademark Office filings with the PTO and the United States Copyright Office, ) to protect and evidence the Trustee’s security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filingthe United States has been, recording or registering a shall be, duly and effectively taken, consistent with and subject to the obligations set forth in Section 7.13(a). No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Issuer or analogous document any Guarantor and listing the Issuer or any Guarantor as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the United States Patent Issuer or such Guarantor in connection with a Contribution Agreement or in favor of the Trustee on behalf of the Secured Parties in connection with this Base Indenture and Trademark Office the Guarantee and Collateral Agreement, and none of the Issuer or any Guarantor has authorized any such filing. (c) All authorizations in this Base Indenture and the United States Copyright OfficeGuarantee and Collateral Agreement for the Trustee to endorse checks, as applicableinstruments and securities and to execute financing statements, in each case prior continuation statements, security agreements and superior in right to any other Person, other than instruments with respect to the rights of Persons pursuant Collateral and to Liens expressly permitted take such other actions with respect to the Collateral authorized by Section 6.05 this Base Indenture and the Guarantee and Collateral Agreement are powers coupled with an interest and are irrevocable. (it being understood that subsequent recordings d) Notwithstanding anything to the contrary herein or in the United States Patent other Transaction Documents (other than the Mortgages, if applicable), none of the Issuer nor any Guarantor makes any representation as to the validity, effectiveness, priority or enforceability of any grant of security interest in any real property assets under Article III hereof or Section 3 of the Guarantee and Trademark Office and Collateral Agreement, including in each case the United States Copyright Office may New Real Estate Assets, or the perfection thereof, which in each case shall be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired governed by the Loan Parties after the Effective Date)Mortgages, if applicable.

Security Interests. Pursuant to the Security Documents, the Trustee (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Holders of Outstanding Indenture Obligations, including the Secured Parties Parties) has a valid and enforceable security interest perfected Lien in the Collateral (as defined other than interests in real estate acquired after the date hereof and located in a county in which the Mortgage Indenture has not previously been recorded, in such case for a period of no more than 180 days after acquisition of such interests) subject only to the Permitted Liens. Such Lien in the Collateral Agreementis superior and prior to any and all Liens of all third Persons (other than Permitted Liens) now existing. All documents and (B) instruments, including the Loan Proceeds Note Collateral Agreement will be effective Mortgage Indenture and financing statements, have been recorded or filed for record in such manner and in such places as are required, and all other actions as are necessary have been taken to create establish and perfect the Trustee’s Lien in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in to the Collateral (as defined other than interests in real estate acquired after the Loan Proceeds Note Collateral Agreementdate hereof and located in a county in which the Mortgage Indenture has not previously been recorded, in such case for a period of no more than 180 days after acquisition of such interests), (ii) when for the portion benefit of the Collateral (as defined in Holders of Outstanding Indenture Obligations, including the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal FFB and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such CollateralDOE, to the extent perfection can be obtained contemplated by the Security Documents. The FFB Promissory Note constitutes an Additional Obligation under the Mortgage Indenture and the DOE Reimbursement Note constitutes a “Credit Obligation” under the Mortgage Indenture. All taxes and Periodic Expenses that are due and payable in connection with the execution, delivery, filing Uniform Commercial Code or recordation of the Mortgage Indenture and the financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeexecution, as applicableissuance and delivery of the FFB Promissory Note and the DOE Reimbursement Note, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in or the Collateral Agreement)) prior and superior in right to any other Person granting of Liens pursuant to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsMortgage Indenture, other than with respect have been paid or arrangements satisfactory to the rights of Persons pursuant relevant Secured Parties have been made to Liens expressly permitted by Section 6.05satisfy such obligations. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When Each of the Guarantee and Collateral Agreement, the Reaffirmation Agreement and the Canadian Security Agreements is or, when executed and delivered, (i)(A) the Collateral Agreement will be be, effective to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in Collateral, to the extent contemplated by the Guarantee and Collateral Agreement) , the Reaffirmation Agreement or the Canadian Security Agreements, as the case may be, and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (iii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the applicable Uniform Commercial Code), ) was or is delivered to the Collateral AgentAgent (or its sub-agent for perfection) thereunder, together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement created or will constitutecreate, under applicable Federal to the extent contemplated by the Guarantee and State lawCollateral Agreement, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Grantors in such Collateralcertificated securities to the extent perfection is governed by the applicable Uniform Commercial Code as in effect in any applicable jurisdiction, prior and superior subject to no other Lien other than Liens permitted under Section 6.06 that take priority over security interests in right to any other Person certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (iiiii) when financing statements in sufficient appropriate form were or are filed filed, and any other applicable registrations were or are made, in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note 2018 Perfection Certificate, as the case may beGuarantee and Collateral Agreement, each of the Collateral Reaffirmation Agreement and the Loan Proceeds Note Collateral Agreement Canadian Security Agreements created or will constitute, under applicable Federal and State law, create or continue a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest (or hypothec, as applicable) in all right, title and interest of the grantors thereunder Grantors in such Collateral, the remaining Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements and making such other applicable filings and registrations in such jurisdictions, subject to no other Lien other than Liens permitted under Section 6.06. The exclusion of the Intellectual Property Consent Assets (as defined in the Guarantee and Collateral Agreement) from the Collateral does not materially reduce the aggregate value of the Collateral. (b) Each Mortgage creates or, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and the Mortgages create or, when the Mortgages have been filed or registered in the counties specified in Schedule 3.10(b), will create perfected Liens on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than as provided in the Lenders Lien Subordination and Intercreditor Agreement and other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties on or prior to the Restatement Date and Liens permitted under Section 6.06). (c) The Guarantee and Collateral Agreement (or predecessor thereto) and the intellectual property security agreements currently on file or to be filed with the United States Patent and Trademark Office and the Canadian Security AgreementsAgreements (or predecessor thereto) currently on file or to be filed with the Canadian Intellectual Property Office, create or upon the execution, delivery and filing thereof in the applicable office will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on all right, title and interest of the Grantors in the Material Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such recordation in the United States Patent and Trademark Office or the United States Copyright Canadian Intellectual Property Office, as applicablethe case may be, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)i) prior and superior in right to any other Person and (ii) subject to no other Lien other than, in the extent perfection can be obtained by filing Uniform Commercial Code financing statementscase of (i) and (ii), as provided in the Lenders Lien Subordination and Intercreditor Agreement and other than with respect to the rights of Persons pursuant to Liens expressly permitted by under Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office Canadian Intellectual Property Office, as the case may be, may be necessary to perfect a lien Lien on registered trademarks, trademarks and trademark applications and copyrights acquired by the Loan Parties Grantors after the Effective Restatement Date). As of the Restatement Date, the Disclosure Letter sets forth all the Material Intellectual Property. (d) The Guarantee and Collateral Agreement and the related aircraft security agreements and other applicable documents currently on file or to be filed with the Federal Aviation Administration create, or upon the execution, delivery and filing thereof with the Federal Aviation Administration will create, in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case, other than as provided in the Lenders Lien Subordination and Intercreditor Agreement, prior and superior in right to any other Person, subject to no other Lien other than Liens permitted under Section 6.06. (e) None of the 2018 Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents.

Security Interests. (a) When executed and delivered, ------------------- the Pledge Agreements (i)(Aand/or, as applicable, in the case of the Canadian Borrower or the Canadian Subsidiary Loan Parties, the making of requisite filings or registrations) the Collateral Agreement will be effective to create in favor of the applicable Collateral Agent Agent, for the ratable benefit of the applicable Secured Parties or Canadian Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral applicable Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code or such other local law as may apply) is delivered to the applicable Collateral Agent (and/or, as applicable, in the case of the Canadian Borrower or the Canadian Subsidiary Loan Parties, the requisite filings or registrations are made), the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (Bb) the Loan Proceeds Note Collateral Agreement will be The Security Agreements are effective to create in favor of the applicable Collateral Agent, for the ratable benefit of the applicable Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) Parties or Canadian Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the applicable Security Agreement) and, when financing statements or such other filings required by local law in appropriate form are filed in the appropriate filing offices (which, for the U.S. Subsidiary Loan Proceeds Note Collateral AgreementParties as of the Effective Date, are the offices specified on Schedule 6 to the Perfection Certificate), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, Security Agreements shall constitute a fully perfected first priority Lien on, and security interest in all rightin, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableCanada (other than under vehicle certificate of title statutes), in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.03. (bc) When the Collateral U.S. Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral U.S. Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.03 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof).

Security Interests. (a) When executed Upon the execution and delivereddelivery of the Security Agreement, (i)(A) the Collateral Security Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable first priority security interest in the Collateral described therein securing the Obligations (subject only to Permitted Encumbrances, Permitted Rights of Others and matters disclosed in Schedule 4.7 or permitted in Section 6.8 and to such qualifications and exceptions as defined are contained in the Collateral AgreementUniform Commercial Code with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Article 9 of the Uniform Commercial Code does not apply) and all action necessary to perfect the security interest so created, other than filing of the UCC-1 financing statements previously delivered to and filed by the Administrative Agent in connection with the Existing Loan Agreement with the appropriate Governmental Agency, have been taken and completed. Upon the execution and delivery of the Member Pledge Agreements and upon obtaining the approvals thereof referred to in Schedule 4.3 (Bwhich the Borrower agrees to diligently pursue, and to in any event obtain within 120 days following the Closing Date), the Member Pledge Agreements will create a valid first priority security interest in the Member Pledged Collateral and upon delivery of the Member Pledged Collateral to the Administrative Agent (or its designee) all action necessary to perfect the Loan Proceeds Note Collateral security interest so created has been taken and completed. Upon the execution and delivery of the Greenspun Pledge Agreement, the Greenspun Pledge Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable first priority security interest in the Collateral described therein and upon delivery of the stock certificates evidencing such Collateral to the Administrative Agent (as defined in the Loan Proceeds Note Collateral Agreementor its designee), (ii) when all action necessary to perfect the portion security interest so created has been taken and completed. Upon the execution and delivery of the Collateral (as defined Deed of Trust, the Deed of Trust will create a valid Lien in the Collateral Agreement) constituting certificated securities (as defined in described therein securing the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsObligations, other than those arising under Sections 4.18, 5.11 and 12.22 (subject only to Permitted Encumbrances, Permitted Rights of Others and matters described in Schedule 4.7 or permitted in Section 6.8), and all action necessary to perfect the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsLien so created, other than recordation or filing thereof with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05appropriate Governmental Agencies, will have been taken and completed. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor As of the Collateral Agent for applicable Effective Date, Lender shall (i) obtain from the benefit of the Secured Parties applicable Borrower a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective agreement pursuant to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) which such Borrower grants to Lender a valid and enforceable security interest first priority Lien in the Collateral, subject to the provisos below and (ii) take such actions as are required to perfect Lender's Liens in the Collateral (as defined in under the Loan Proceeds Note Collateral Agreement), (ii) when the portion laws of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined well as under the laws of any applicable foreign jurisdiction in the Collateral Agreementcase of Export-Related Overseas Accounts Receivable and Export-Related Overseas Inventory, and patents registered in a foreign jurisdiction in the circumstances described below)) prior , including the filing in the appropriate jurisdictions of UCC financing statements identifying the applicable Borrower, Guarantor or third party and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When describing the Collateral Agreement or memorandum thereof is filed and the filing of any documents required to protect the Liens granted to Lender in Collateral that cannot be fully perfected by a filing under the UCC (e.g., the filing of patent and trademark security agreements in the United States Patent and Trademark Office and the United States Copyright Officefiling of mortgages, the security interest created thereunder shall constitute a fully perfected Lien ondeeds of trusts, and security interest in, all right, title and interest of the Loan Parties fixture filings or other indenture documents in the Intellectual Property (as defined in the Collateral Agreementlocal recording offices) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in provided that filings with the United States Patent and Trademark Office (or under the United States Copyright Officelaws of any foreign jurisdiction in which a patent might be registered) are only required when Lender would make such filing for similar loan facilities (including domestic facilities) on its own account and risk. Lender shall take such steps as are necessary to maintain throughout the Loan Facility Term a valid, as applicableenforceable and perfected first priority Lien in the Collateral subject only to Permitted Liens, including the timely filing of continuation statements with respect to such UCC financing statements and the filing of additional UCC financing statements if Lender has actual knowledge that a Borrower, a Guarantor or a third party has moved the Collateral or its jurisdiction of organization or otherwise has taken any action that would require Lender to take additional action to maintain its perfected first priority Lien in the Collateral subject only to Permitted Liens. If, in connection with any loan or other credit accommodation to be provided by Lender to a Borrower, Lender receives a Lien on any assets (other than Primary Collateral) to secure such loans and other credit accommodations, the Lien on such assets shall also secure the Loan Facility Obligations. Notwithstanding the foregoing, if any Lien on any Secondary Collateral or any Guarantor Collateral is not intended to be a first priority Lien, all references herein to a first priority Lien with respect to such Secondary Collateral or Guarantor Collateral shall be to a Lien in the priority set forth in Sections 6.E. and F. respectively, of the applicable Loan Authorization Agreement. (b) Primary Collateral shall mean the Collateral described in Section 6.A. of the Loan Authorization Agreement which shall include at a minimum the following: (i) For each case prior Revolving Loan Facility, (A) all Export-Related Accounts Receivable, (B) (only applicable if such Accounts Receivable will enter into the Export-Related Borrowing Base) all Export-Related Overseas Accounts Receivable, (C) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export- Related Inventory, (D) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export-Related Overseas Inventory, (E) all Export-Related General Intangibles, (F) Other Assets, if any, and superior (G) Other Collateral, if any; (ii) For each Transaction Specific Loan Facility and Transaction Specific Revolving Loan Facility, (A) all Export-Related Accounts Receivable relating to Specific Export Order(s), (B) (only applicable if such Accounts Receivable will enter into the Export-Related Borrowing Base) all Export-Related Overseas Accounts Receivable relating to Specific Export Order(s), (C) (only applicable if such Inventory will enter into the Export- Related Borrowing Base) all Export-Related Inventory relating to Specific Export Order(s), (D) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export- Related Overseas Inventory relating to Specific Export Order(s), (E) all Export-Related General Intangibles, (F) Other Assets, if any, and (G) Other Collateral, if any. (c) For each Loan Facility, Secondary Collateral shall mean the Collateral described in right Section 6.B. of the Loan Authorization Agreement which shall include at a minimum all assets of a Borrower, other than the Primary Collateral, in which Lender is granted a Lien to secure any financial accommodation (other than the Loan Facility Obligations) provided by Lender to Borrower. (d) Lender shall not obtain from any Borrower, any Guarantor or any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings a Lien on any asset not included in the United States Patent and Trademark Office and Collateral which would separately secure the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by portion of the Loan Parties Facility not guaranteed by EXIM Bank. (e) Promptly after the Effective Date), Lender shall confirm by a UCC search of the appropriate jurisdictions that Lender has obtained a perfected first priority Lien in the Collateral subject only to Permitted Liens, provided that such UCC search is not required when the Loan Facility is a Renewal; notwithstanding this proviso, Lender in all cases continues throughout the Loan Facility to have the Lender Obligation to obtain and maintain its perfected security interest in the Collateral.

Security Interests. In connection with the obligation of any Person within the LIFT Group under the Security Trust Agreement to perfect any security interest granted by it in its right, title and interest in and to any Assigned Lease, the Servicer's sole responsibility in respect thereof shall be to take the following actions with respect to each Assigned Lease: (a) When executed seek advice from local counsel in the jurisdiction where the related Aircraft Asset is registered as to what actions would be customarily taken in such jurisdiction to perfect the security interest created in such Assigned Lease pursuant to the Security Trust Agreement and deliveredto use commercially reasonable efforts to implement such advice, (i)(Ab) (1) create an (a) TO SERVICING AGREEMENT original chattel paper copy of such Assigned Lease by adding the Collateral Agreement will be effective following language to create in favor the cover of such Assigned Lease: "To the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral extent, if any, that this [Lease Agreement] or any [Lease Supplement] hereunder constitutes chattel paper (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as such term is defined in the Uniform Commercial CodeCode as in effect in any applicable jurisdiction), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and no security interest in all right, title and interest this [Lease Agreement] or such [Lease Supplement] may be created through the transfer or possession of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, counterpart other than the Intellectual Property (original executed counterpart, which shall be identified as the counterpart containing the receipt therefor executed by the Security Trustee under and as defined in the Security AgreementsTrust Agreement dated as of June 26, 2001, between LIFT, LIFT Trust-Sub 1, Bankers Trust Company, as Security Trustee, and the various other parties identified on the signature pages thereof", and (2) no later than five days after the execution of such Assigned Lease by all the parties thereto, deliver such original chattel paper copy (which, by way of clarification, shall not include the signature or the receipt therefor of the Security Trustee) to a courier service for delivery to the Security Trustee at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust and Agency Services, Structure Finance Team, (c) notify the Lessee in writing of the security assignment of such Assigned Lease to the Security Trustee pursuant to the Security Trust Agreement (which a security interest notice may be perfected by filingcontained in such Assigned Lease), recording (d) obtain from the Lessee a written acknowledgment addressed to, or registering a for the benefit of, the Security Trustee (1) acknowledging receipt of notification of such security agreement, financing statement or analogous document in assignment and (2) containing the United States Patent and Trademark Office or agreement of the United States Copyright Office, as applicable, in each case (other than with respect Lessee to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right continue to any other Person make all payments required to be made to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect lessor under such Assigned Lease to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When account specified in such Assigned Lease unless and until the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 Security Trustee otherwise directs (it being understood that subsequent recordings the account specified in such Assigned Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of this Schedule 2.02(a)) and (e) take such other action as LIFT shall have reasonably requested and described in reasonable detail in a written notice to the Servicer. Notwithstanding the foregoing, the Servicer shall have no obligation to take any action specified in the United States Patent and Trademark Office and prior sentence of this Section 2.3 with respect to any Assigned Lease or any supplement or amendment thereto that was executed before the United States Copyright Office may related Aircraft became an Aircraft Asset (it being the expectation of the parties hereto that such action will be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired taken by the Loan Parties after seller of any Aircraft Asset related to such Assigned Lease to any Person within the Effective DateLIFT SCHEDULE 2.02(a) TO SERVICING AGREEMENT Group). In connection with any Assigned Lease, LIFT will cooperate with the Servicer in obtaining a letter of quiet enjoyment with respect to such Assigned Lease referred to in the final sentence of Section 2.08(a) of the Security Trust Agreement.

Security Interests. (a) When Once executed and delivered, (i)(A) each of the Collateral Agreement will be effective to create Security Documents creates, as security for the Obligations, a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Collateral, and upon making the filings and recordings referenced in the next two sentences and taking the other perfection steps required by the applicable Security Documents a perfected security interest in and Lien on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties a valid Creditors, superior to and enforceable security interest in prior to the rights of all third persons and subject to no other Liens, except that the Collateral (as defined under the Security Documents may be subject to Permitted Liens. No filings or recordings are required in order to perfect the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor security interests created under any Security Document except for filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion UCC financing statements specified on Schedule 6 of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed Perfection Certificate in the offices specified on such Schedule and any other filings or recordings required in the Effective Date Perfection Certificate connection with any such Security Document that shall have been made, or in the Effective Date Loan Proceeds Note Perfection Certificatefor which satisfactory arrangements have been made, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, upon or prior to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than execution and delivery thereof. The recordation of (x) the Intellectual Property Patent Security Agreement (as defined in the Security AgreementsAgreement) and (y) the Trademark Security Agreement (as defined in the Security Agreement) in which a security interest may be perfected by filingthe respective form attached to the Security Agreement, recording or registering a security agreement, financing statement or analogous document in each case in the United States Patent and Trademark Office or Office, together with filings on Form UCC-1 made pursuant to the Security Agreement and payment of all applicable fees, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that are part of the Collateral, and the recordation of the Copyright Security Agreement (as defined in the Security Agreement) substantially in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as applicablemay be perfected by such filings and recordation, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined a perfected security interest in the Collateral Agreement)) prior and superior in right United States copyright registrations that are part of the Collateral. All recording, stamp, intangible or other similar taxesTaxes required to be paid by any Person under applicable legal requirements or other Person laws applicable to the extent property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection can or enforcement thereof have been paid or arrangements for prompt payment of such taxesTaxes have been made, except as would not, individually or in the aggregate, reasonably be obtained by filing Uniform Commercial Code financing statements, other than with respect expected to the rights of Persons pursuant to Liens expressly permitted by Section 6.05have a Material Adverse Effect. (b) When If applicable, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Real Property in favor of the Collateral Agreement Agent (or memorandum thereof is filed in a trustee for the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest benefit of the Loan Parties in the Intellectual Property (Collateral Agent, as defined in the Collateral Agreement) in which a security interest may be perfected by filingrequired or desired under local law), recording or registering a security agreementfor the benefit of the Secured Creditors, financing statement or analogous document in the United States Patent superior and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of all third Persons pursuant and subject to no other Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Dateother than Permitted Liens related thereto)).

Security Interests. On the date of the Closing, (a) When executed all necessary and deliveredappropriate financing statements are in appropriate form for filing so that, (i)(A) once filed with the Collateral offices described in Schedule 5.19, the Lien granted under the Security Agreement will be effective constitute a continuing perfected first priority Lien (subject to create Permitted Liens described in clauses (v) through (vii) of the definition thereof and to the pari passu lien in favor of the Collateral agent pursuant to the Bank Facility and the 2012 Note Agent for pursuant to the benefit 2012 Note Agreement and parties under any Additional Debt Facilities) on all right, title and interest of the Secured Parties a valid and enforceable security interest Fund in the Collateral described in the Security Agreement that may be perfected by filing, and (as defined b) upon effectiveness of the Control Agreement, the Lien granted under the Security Agreement will constitute a perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the Fund in the Collateral Agreementthat is subject thereto to the extent such Lien may be perfected by control of the Collateral Agent, in each case subject to no Liens other than Permitted Liens described in clauses (v) through (vii) of the definition thereof and (B) to the Loan Proceeds Note Collateral Agreement will be effective to create pari passu lien in favor of the Secured Party (as defined agent pursuant to the Bank Facility and the 2012 Note Agent pursuant to the 2012 Note Agreement and parties under any Additional Debt Facilities, and, accordingly, the Security Agreement creates in favor of the Loan Proceeds Note Collateral Agreement) Agent, for the ratable benefit of the holders of the Notes, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, pledge and security interest in all right, title and interest of the pledgors thereunder ClearBridge Energy MLP Fund Inc. Note Purchase Agreement Fund in such the Collateral, prior effective as against creditors of and superior purchasers from the Fund (subject to Permitted Liens described in right to any other Person and clauses (iiiv) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each through (vii) of the Collateral definition thereof and to the pari passu lien in favor of the agent pursuant to the Bank Facility , and the 2012 Note Agent pursuant to the 2012 Note Agreement and parties under any Additional Debt Facilities). For the avoidance of doubt, the 2013 Note Agreement and the Loan Proceeds 2014 Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (this Agreement are the only Additional Debt Facilities as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05date hereof. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and deliveredPursuant to the Security Agreement, (i)(A) T&B has granted a first priority perfected security interest in the Bank Collateral Agreement will be effective to create in favor the Bank Agent, for the benefit of the Lender Group (as defined in the Bank Facility). In accordance with the Security Agreement, the Bank Agent has agreed to release such portions of the Bank Collateral Agent as may from time to time constitute Securitization Priority Collateral from the security interest granted to the Bank Agent. (b) Pursuant to the Receivables Contribution Agreement, T&B has transferred to the SPC all Contributed Assets. (c) Pursuant to the Blue Ridge Facility, the SPC has granted a first priority perfected security interest in the Securitization Priority Collateral to the Securitization Agent, for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral AgreementBlue Ridge Facility). (d) and (B) Each of the Loan Proceeds Note Collateral Agreement will be effective to create in favor parties hereto hereby acknowledges that the Securitization Agent, for the benefit of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) Parties, has a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and perfected security interest in all of the Securitization Priority Collateral and agrees not to object or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B, OCAL, Inc., the SPC or their respective property) or object to or contest in any other manner the validity, priority or perfection of such security interest. The Bank Agent hereby expressly acknowledges that pursuant to the Security Agreement, the Bank Agent has released all Securitization Priority Collateral from the security interest of the Bank Agent; PROVIDED, however, at any time that any of the Securitization Priority Collateral becomes Repurchased Assets or Reconveyed Assets, then such assets shall no longer be deemed to be Securitization Priority Collateral, the security interest of the Bank Agent therein shall automatically reattach, and the Repurchased Assets or the Reconveyed Assets as the case may be shall be deemed to be Bank Priority Collateral. (e) Each of the parties hereto hereby acknowledges that the Bank Agent, for the benefit of the Lender Group has a first priority perfected security interest in all of the Bank Collateral and agrees not to object to or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B, or its property) or object to or contest in any other manner the validity, priority or perfection of such security interest. (f) The Bank Agent hereby agrees, for the benefit of the Securitization Agent, for the benefit of the Secured Parties, that it will not amend, modify, restate or replace any provision of, or add any provision to, the Security Agreement or the Bank Facility which related directly and specifically to the Securitization Priority Collateral without the prior written consent of the Securitization Agent. (g) The Securitization Agent hereby agrees that, notwithstanding anything to the contrary contained in the documents and agreements relating to the Blue Ridge Facility, (i) T&B may pledge to the Bank Agent all of its right, title and interest in and to its equity interests in the SPC, together with all dividends and other rights relating thereto provided that the Securitization Agent shall have the right to review any such pledge agreement prior to its execution to confirm that the provisions of such pledge agreement are consistent with the pledgors thereunder provisions set forth in Exhibit A hereto and to require the parties thereto to make such changes as the Securitization Agent may require to make the provisions of such pledge agreement consistent with the provisions of Exhibit A hereof, (ii) T&B and each of its subsidiaries may grant to the Bank Agent a security interest in all personal property, including without limitation, inventory, equipment, Repurchased Assets, and Reconveyed Assets, but excluding all personal property constituting Securitization Priority Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in security interests granted under the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Security Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (Bank Accounts, as defined in therein, and other than the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in collateral subject to the United States Patent and Trademark Office or the United States Copyright OfficeRelease, as applicabledefined therein, in each case (other than with respect and excluding all personal property constituting Securitization Priority Collateral may continue to undisclosed Commercial Tort Claims (as defined in secure the Collateral Agreement)) prior and superior in right to any other Person obligations of T&B to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Bank Agent. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (ai) When executed The Bond Resolution Documents and deliveredthe Organizational Documents together establish, and (i)(Aii) the Collateral Agreement will be effective Borrower has taken all necessary action to create pledge, assign, and grant, in favor of the Collateral Agent each case for the benefit of the Secured Parties a valid WIFIA Lender, legal, valid, binding and enforceable Liens on the Pledged Collateral purported to be created, pledged, assigned, and granted pursuant to and in accordance with the Bond Resolution Documents, irrespective of whether any Person has notice of the pledge and without the need for any physical delivery, recordation, filing, or further act, and if applicable, the security interests created in the Pledged Collateral have been duly perfected under applicable State law. Such Liens are in full force and effect and are not subordinate or junior to any other Liens in respect of the Pledged Collateral except for the Liens arising by operation of law, and not pari passu with any Liens other than the Liens on the Pledged Collateral in favor of the Bonds. The Borrower is not in breach of any covenant set forth in Section 14(b) (Securing Liens) or in the Bond Resolution Documents with respect to the matters described in Section 14(b) (Securing Liens). As of the Effective Date and as of each other date this representation and warranty is made, (A) all documents and instruments have been recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable has been taken to establish a legal, valid, binding, and enforceable and, if applicable, perfected, Lien on the Pledged Collateral in favor of the WIFIA Lender to the extent contemplated by the Bond Resolution Documents, and (B) all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any Bond Resolution Documents or any instruments, certificates or financing statements in connection with the foregoing, have been paid. Neither the attachment, validity, enforceability, priority or, if applicable, perfection, of the security interest in the Pledged Collateral (as defined in granted pursuant to the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor Bond Resolution Documents is governed by Article 9 of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05UCC. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor As of the Collateral Agent for applicable Effective Date, Lender shall (i) obtain from the benefit of the Secured Parties applicable Borrower a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective agreement pursuant to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) which such Borrower grants to Lender a valid and enforceable security interest first priority Lien in the Collateral, subject to the provisos below and (ii) take such actions as are required to perfect Lender's Liens in the Collateral (as defined in under the Loan Proceeds Note Collateral Agreement), (ii) when the portion laws of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined well as under the laws of any applicable foreign jurisdiction in the Collateral Agreementcase of Export-Related Overseas Accounts Receivable, and patents registered in a foreign jurisdiction in the circumstances described below)) prior , including the filing in the appropriate jurisdictions of UCC financing statements identifying the applicable Borrower, Guarantor or third party and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When describing the Collateral Agreement or memorandum thereof is filed and the filing of any documents required to protect the Liens granted to Lender in Collateral that cannot be fully perfected by a filing under the UCC (e.g., the filing of patent and trademark security agreements in the United States Patent and Trademark Office and the United States Copyright Officefiling of mortgages, the security interest created thereunder shall constitute a fully perfected Lien ondeeds of trusts, and security interest in, all right, title and interest of the Loan Parties fixture filings or other indenture documents in the Intellectual Property (as defined in the Collateral Agreementlocal recording offices) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in provided that filings with the United States Patent and Trademark Office (or under the United States Copyright Officelaws of any foreign jurisdiction in which a patent might be registered) are only required when Lender would make such filing for similar loan facilities (including domestic facilities) on its own account and risk. Lender shall take such steps as are necessary to maintain throughout the Loan Facility Term a valid, as applicableenforceable and perfected first priority Lien in the Collateral subject only to Permitted Liens, including the timely filing of continuation statements with respect to such UCC financing statements and the filing of additional UCC financing statements if Lender has actual knowledge that a Borrower, a Guarantor or a third party has moved the Collateral or its jurisdiction of organization or otherwise has taken any action that would require Lender to take additional action to maintain its perfected first priority Lien in the Collateral subject only to Permitted Liens. If, in connection with any loan or other credit accommodation to be provided by Lender to a Borrower, Lender receives a Lien on any assets (other than Primary Collateral) to secure such loans and other credit accommodations, the Lien on such assets shall also secure the Loan Facility Obligations. Notwithstanding the foregoing, if any Lien on any Secondary Collateral or any Guarantor Collateral is not intended to be a first priority Lien, all references herein to a first priority Lien with respect to such Secondary Collateral or Guarantor Collateral shall be to a Lien in the priority set forth in Sections 6.E. and F. respectively, of the applicable Loan Authorization Agreement. (b) Primary Collateral shall mean the Collateral described in Section 6.A. of the Loan Authorization Agreement which shall include at a minimum the following: (A) all Export-Related Accounts Receivable, (B) (only applicable if such Accounts Receivable will enter into the Export-Related Borrowing Base) all Export-Related Overseas Accounts Receivable, (C) all Export-Related General Intangibles, (D) Other Assets, if any, and (D) Other Collateral, if any; (c) For each case prior and superior Loan Facility, Secondary Collateral shall mean the Collateral described in right Section 6.B. of the Loan Authorization Agreement which shall include at a minimum all assets of a Borrower, other than the Primary Collateral, in which Lender is granted a Lien to secure any financial accommodation (other than the Loan Facility Obligations) provided by Lender to Borrower. (d) Lender shall not obtain from any Borrower, any Guarantor or any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings a Lien on any asset not included in the United States Patent and Trademark Office and Collateral which would separately secure the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by portion of the Loan Parties Facility not guaranteed by Ex-Im Bank. (e) Promptly after the Effective Date), Lender shall confirm by a UCC search of the appropriate jurisdictions that Lender has obtained a perfected first priority Lien in the Collateral subject only to Permitted Liens, provided that, such UCC search is not required when the Loan Facility is a Renewal; notwithstanding this proviso, Lender in all cases continues throughout the Loan Facility to have the Lender Obligations to obtain and maintain its perfected security interest in the Collateral.

Security Interests. (a) When executed and delivered, (i)(A) the Shared Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Shared Collateral Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Shared Collateral Pledge Agreement) and, when the portion of the Shared Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent thereunder together with instruments of transfer duly endorsed in blank, the Shared Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Shared Collateral, prior and superior in right to any other Person. (Bb) The Shared Collateral Security Agreement and the Term Loan Proceeds Note Collateral Security Agreement will be are each effective to create in favor of the Agent for the ratable benefit of the Shared Collateral Secured Party (as defined in Parties and the Term Loan Proceeds Note Collateral Agreement) Secured Parties, respectively, a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral each Security Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)and, is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) ), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral each Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral such Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Agent for the ratable benefit of the Shared Collateral Secured Parties or Term Loan Secured Parties, as the case may be, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances.

Security Interests. (a) When executed and delivered, (i)(A) the The Collateral Agreement will be effective to create creates in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (Bi) the Loan Proceeds Note Collateral Agreement will be effective together, with respect to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered with the delivery of such certificated securities to the Collateral Agent, Agent together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, constitutes a fully perfected first priority Lien on, and security interest in in, under applicable Federal and State law, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iiiii) when together with the financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as supplemented and delivered on the case may beAmendment Effectiveness Date, each of the Collateral Agreement constitutes a fully perfected Lien on, and the Loan Proceeds Note Collateral Agreement will constitutesecurity interest in, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When The filing of the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, Office has taken place and the security interest created thereunder shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof).

Security Interests. (a) When executed The Pledge and delivered, (i)(A) Security Agreement upon its execution and delivery on the Collateral Agreement will be effective to Closing Date shall create in favor of the Collateral Agent Agents, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined secured thereby. Upon the filing of the UCC-1 financing statements made with respect to any assets or property of any Loan Party in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices jurisdictions specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate(provided, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except that with respect to undisclosed Commercial Tort Claims (as defined Borrower or any Included Subsidiary that is formed or conducts material operations in any jurisdiction other than a state of the United States, if requested by the Collateral Agreement)) Lien on, and security interest in all right, title and interest Agent acting on instruction of the grantors thereunder in Required Lenders, local law collateral security documents and filings for such Collateraljurisdiction shall be required), to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a recording of security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed interests in the United States Patent and Trademark Office and the United States Copyright Office, and the recordation of appropriate evidence of the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeappropriate foreign registry with respect to all foreign IP Rights, as applicable, the delivery of any possessory collateral as required by the Collateral Documents and the execution of Control Agreements, such security interests in each case prior and superior Liens on the Collateral granted thereby shall be perfected (to the extent perfection of such security interests is required by the Collateral Documents) First Priority security interests, and no further recordings, filings or agreements are or will be required in right to any other Personconnection with the creation, perfection or enforcement of such security interests and Liens in the manner required by the Collateral Documents, other than (a) the filing of continuation statements in accordance with respect applicable law or amendments to financing statements in connection with transactions permitted pursuant to this Agreement, (b) the recording of the Collateral Assignments for Security pursuant to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings Pledge and Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office may be necessary Office, as applicable, with respect to perfect a lien on registered trademarks, after-acquired U.S. patent and trademark applications and registrations and U.S. copyrights acquired by and (c) the Loan Parties after recordation of appropriate evidence of the Effective Date)security interest in the appropriate foreign registry with respect to all foreign IP Rights.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, such security interest shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (Bb) the Loan Proceeds Note Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Security Agreement) constituting certificated securities (as defined in the Uniform Commercial Code)and, is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, on Schedule 6 to each of the Collateral Perfection Certificates, the Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security AgreementsAgreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) Each Mortgage is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.18(d), the 74 80 Mortgages shall constitute a Lien on all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Interests. (a) When executed The Issuers and deliveredGuarantors own and have good title to or leasehold interests in, (i)(A) as applicable, its Collateral, free and clear of all Liens other than Permitted Liens. This Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing Lien on the Collateral Agreement will be effective to create in favor of the Collateral Agent Trustee on behalf of and for the benefit of the Secured Parties Parties, which Lien on the Collateral has been perfected or evidence of which Lien has been recorded, in each case in accordance with the provisions of this Base Indenture, and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Issuers and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a valid proceeding at law or in equity, and enforceable by an implied covenant of good faith and fair dealing. The Issuers and each Guarantor have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Guarantee and Collateral Agreement. The Issuers and each Guarantor have caused, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect or otherwise record evidence, as applicable, of the first-priority security interest (subject to Permitted Liens) in the Collateral granted to the Trustee hereunder or under the Guarantee and Collateral Agreement within ten (10) days of the date hereof. (b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Transaction Documents or any other Permitted Lien, the Issuers have not, and no Guarantor has, pledged, assigned, sold or granted a security interest in the Collateral by grant, pledge, sale, assignment or other means. All action necessary (as defined in including the Collateral Agreementfiling of UCC-1 financing statements) to protect and (B) evidence the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable Trustee’s security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)has been, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may shall be, each of duly and effectively taken, consistent with the Collateral Agreement obligations set forth in Section 7.13 and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a Section 8.24. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Issuers and any Guarantor and listing the Issuers or analogous document Guarantor as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the Issuers or such Guarantor in favor of the Trustee, including as assignee in the United States Patent case of the Contribution Agreements, on behalf of the Secured Parties in connection with this Base Indenture and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Guarantee and Collateral Agreement), and the Issuers have not, and no Guarantor has, authorized any such filing. (c) prior All authorizations in this Base Indenture and superior in right the Guarantee and Collateral Agreement for the Trustee to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code execute or file financing statements, continuation statements, security agreements and other than instruments with respect to the rights of Persons pursuant Collateral and to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any take such other Person, other than actions with respect to the rights of Persons pursuant to Liens expressly permitted Collateral authorized by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office this Base Indenture and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications Guarantee and copyrights acquired by the Loan Parties after the Effective Date)Collateral Agreement are powers coupled with an interest and are irrevocable.

Security Interests. (ai) When executed and delivered, All action necessary (i)(A) including the filing of UCC-1 financing statements for the Collateral Agreement will be effective Agent’s Lien for the benefit of the Secured Parties) to create protect, perfect, and maintain the first-priority status of, the Collateral Agent’s security interest in the Collateral now in existence and hereafter acquired or created hereby has been duly and effectively taken. (ii) No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Collateral Agent for the benefit on behalf of the Secured Parties in connection with this Security Agreement. (iii) This Security Agreement creates a valid and enforceable security interest in continuing Lien on the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Collateral Agent on behalf of the Secured Party Parties, which Lien is prior to all other Liens (other than Permitted Liens and as defined otherwise permitted in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral this Security Agreement), and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. All action necessary to perfect such prior security interest has been duly taken. (iiiv) when The Issuer’s principal place of business and chief executive office shall be at: 00000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000-0000. Except prior to the portion of date hereof under the name Xxx Xxxxxx Funding LLC, the Issuer does not transact, and has not transacted, business under any other name. The Issuer’s exact legal name is the name set forth for it on the signature page below. (v) All authorizations in this Security Agreement for the Collateral (as defined in the Collateral Agreement) constituting certificated Agent to endorse checks, instruments and securities (as defined in the Uniform Commercial Code)and to execute, is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal deliver and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code file financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing continuation statements, security agreements and other than instruments with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Collateral are powers coupled with an interest and are irrevocable. (bvi) When The representations and warranties contained in Schedule III hereof are incorporated herein by reference as though they were fully stated herein. (vii) The Issuer is, and at all times has been, a limited liability company or statutory trust organized exclusively under the Collateral Agreement or memorandum thereof is filed laws of the State of Delaware, with its principal place of business being in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest State of California. (viii) The Issuer is not bound under Section 9-203(d) of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which Uniform Commercial Code by a security interest may be perfected Security Agreement previously entered into by filing, recording another person or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)entity.

Security Interests. (a) When executed The Guaranty and delivered, (i)(A) the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of Agents and the Secured Parties Lenders or, in the case of the Mexican Collateral Agreements, in favor of the Lenders, a valid legal, valid, and enforceable security interest in the Collateral Collateral, in each case, subject to what is provided below. Upon (as defined in the Collateral Agreement) and (Ba) the Loan Proceeds Note Collateral Agreement will be effective to create in favor filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when UCC-1 financing statements described in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection CertificateSection 12, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office Agent or the United States Copyright OfficeLenders, as applicable, in each case (other than taking possession of any certificates or instruments representing or evidencing Collateral to the extent required by the UCC, the execution and delivery of Control Agreements with respect to undisclosed Commercial Tort Claims (as defined Deposit Accounts and the recording of the collateral assignments referred to in the Collateral Agreement)) prior Guaranty and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable; and (b) (i) proper registration of the relevant Mexican Collateral Agreements before the Sole Registry of Liens over Movable Assets (Registro Único de Garantías Mobiliarias) and before the Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial), in terms of each Mexican Collateral Agreement, respectively, (ii) the delivery of the relevant share certificates (or any document evidencing a right against a Mexican Subsidiary) issued by a Mexican Subsidiary that is a party to or executes the Mexican Collateral Agreements with respect to any Equity Interests issued by such Mexican Subsidiaries that are part of the Collateral, together with their corresponding endorsement, if applicable, and (iii) the execution of the relevant entry in the corporate books of each Mexican Subsidiary, made in terms of applicable law requirements, the security interest created thereunder shall constitute a fully perfected Lien oninterests in and Liens on the Collateral granted under the Guaranty and Collateral Agreement and the Mexican Collateral Agreements, respectively will be perfected, first-priority (subject to the Reference Subordination Agreement) security interests, and no further recordings or filings are or will be required in connection with the creation, perfection, or enforcement of those security interest in, all right, title interests and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other PersonLiens, other than (a) the filing of continuation statements in accordance with respect applicable law, (b) the recording of the collateral assignments referred to in the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings Guaranty and Collateral Agreement in the United States Patent and Trademark Office and the United States Copyright Office may be necessary Office, as applicable, with respect to perfect a lien on registered trademarks, after-acquired U.S. patent and trademark applications and copyrights acquired by registrations and U.S. copyrights, (c) the Loan Parties after recordation of appropriate evidence of the Effective Date)security interest in the appropriate foreign registry with respect to all foreign intellectual property, and (d) any filings in connection with the Mexican Security Trust in accordance with its terms.

Security Interests. In connection with the obligation of any Person within the GFL Group under the Security Trust Agreement to perfect any security interest granted by it in its right, title and interest in and to any Assigned Lease, the Servicer’s sole responsibility in respect thereof shall be to take the following actions with respect to each Assigned Lease: (a1) When executed seek advice from local counsel in the jurisdiction where the related Aircraft Asset is registered as to what actions would be customarily taken in such jurisdiction to perfect the security interest created in such Assigned Lease pursuant to the Security Trust Agreement and deliveredto use commercially reasonable efforts to implement such advice, (i)(A2) create an original chattel paper copy of such Assigned Lease by adding the Collateral Agreement will be effective following language to create in favor the cover of such Assigned Lease: “To the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral extent, if any, that this [Lease Agreement] or any [Lease Supplement] hereunder constitutes chattel paper (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as such term is defined in the Uniform Commercial CodeCode as in effect in any applicable jurisdiction), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and no security interest in all right, title and interest this [Lease Agreement] or such [Lease Supplement] may be created through the transfer or possession of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, counterpart other than the Intellectual Property (original executed counterpart, which shall be identified as the counterpart containing the receipt therefor executed by the Security Trustee under and as defined in the Security AgreementsTrust Agreement dated as of [_________ ] between GFL, Deutsche Bank Trust Company Americas, as Security Trustee, and the various other parties identified on the signature pages thereof”, and (3) no later than ten days after the execution of such Assigned Lease by all the parties thereto, deliver such original chattel paper copy (which, by way of clarification, shall not include the signature or the receipt therefor of the Security Trustee) to a courier service for delivery to the Security Trustee at _____________________________, Attention: Corporate Trust and Agency Services, Structure Finance Team, (4) notify the Lessee in writing of the security assignment of such Assigned Lease to the Security Trustee pursuant to the Security Trust Agreement (which a security interest notice may be perfected by filingcontained in such Assigned Lease), recording (5) obtain from the Lessee a written acknowledgment addressed to, or registering a for the benefit of, the Security Trustee (A) acknowledging receipt of notification of such security agreement, financing statement or analogous document in assignment and (B) containing the United States Patent and Trademark Office or agreement of the United States Copyright Office, as applicable, in each case (other than with respect Lessee to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right continue to any other Person make all payments required to be made to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect lessor under such Assigned Lease to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When account specified in such Assigned Lease unless and until the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 Security Trustee otherwise directs (it being understood that subsequent recordings the account specified in such Assigned Lease will be the account specified by the Manager to the Servicer as contemplated by Section 1.1(a) of this Schedule 2.02(a)) and (6) take such other action as GFL shall have reasonably requested and described in reasonable detail in a written notice to the Servicer. Notwithstanding the foregoing, the Servicer shall have no obligation to take any action specified in the United States Patent and Trademark Office and prior sentence of this Section 2.3(a) with respect to any Assigned Lease or any supplement or amendment thereto that was executed before the United States Copyright Office may related Aircraft became an Aircraft Asset (it being the expectation of the parties hereto that such action will be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired taken by the Loan Parties after seller of any Aircraft Asset related to such Assigned Lease to any Person within the Effective DateGFL Group). In connection with any Assigned Lease, GFL will cooperate with the Servicer in obtaining a letter of quiet enjoyment with respect to such Assigned Lease referred to in the final sentence of Section 2.08(a) of the Security Trust Agreement.

Security Interests. In connection with the obligation of any Person within the GAL Group under the Security Trust Agreement to perfect any security interest granted by it in its right, title and interest in and to any Lease pursuant to the Security Trust Agreement (aan “Assigned Lease”), the Servicer’s sole responsibility in respect thereof shall be to take the following actions with respect to each Assigned Lease: (1) When executed seek advice from local counsel in the jurisdiction where the related Aircraft Asset is registered as to what actions would be customarily taken in such jurisdiction to perfect the security interest created in such Assigned Lease pursuant to the Security Trust Agreement and deliveredto use commercially reasonable efforts to implement such advice, (i)(A2) create an original chattel paper copy of such Assigned Lease by adding the Collateral Agreement will be effective following language to create in favor the cover of such Assigned Lease: “To the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral extent, if any, that this [Lease Agreement] or any [Lease Supplement] hereunder constitutes chattel paper (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as such term is defined in the Uniform Commercial CodeCode as in effect in any applicable jurisdiction), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and no security interest in all right, title and interest this [Lease Agreement] or such [Lease Supplement] may be created through the transfer or possession of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, counterpart other than the Intellectual Property (original executed counterpart, which shall be identified as the counterpart containing the receipt therefor executed by the Security Trustee under and as defined in the Security AgreementsTrust Agreement dated as of April 5, 2007 between GAL, Deutsche Bank Trust Company Americas, as Security Trustee, and the various other parties identified on the signature pages thereof”, and (3) no later than ten days after the execution of such Assigned Lease by all the parties thereto, deliver such original chattel paper copy (which, by way of clarification, shall not include the signature or the receipt therefor of the Security Trustee) to a courier service for delivery to the Security Trustee at Deutsche Bank Trust Company Americas, Attention: Structured Finance Services / Trust & Agency Services, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (4) notify the Lessee in writing of the security assignment of such Assigned Lease to the Security Trustee pursuant to the Security Trust Agreement (which a security interest notice may be perfected by filingcontained in such Assigned Lease), recording (5) obtain from the Lessee a written acknowledgment addressed to, or registering a for the benefit of, the Security Trustee (A) acknowledging receipt of notification of such security agreement, financing statement or analogous document in assignment and (B) containing the United States Patent and Trademark Office or agreement of the United States Copyright Office, as applicable, in each case (other than with respect Lessee to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right continue to any other Person make all payments required to be made to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect lessor under such Assigned Lease to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When account specified in such Assigned Lease unless and until the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 Security Trustee otherwise directs (it being understood that subsequent recordings the account specified in such Assigned Lease will be the account specified by the Manager to the Servicer as contemplated by Section 1.1(a) of this Schedule 2.02(a)) and (6) take such other action as GAL shall have reasonably requested and described in reasonable detail in a written notice to the Servicer. Notwithstanding the foregoing, the Servicer shall have no obligation to take any action specified in the United States Patent and Trademark Office and prior sentence of this Section 2.3(a) with respect to any Assigned Lease or any supplement or amendment thereto that was executed before the United States Copyright Office may related Aircraft became an Aircraft Asset (it being the expectation of the parties hereto that such action will be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired taken by the Loan Parties after seller of any Aircraft Asset related to such Assigned Lease to any Person within the Effective DateGAL Group). In connection with any Assigned Lease, GAL will cooperate with the Servicer in obtaining a letter of quiet enjoyment with respect to such Assigned Lease referred to in the final sentence of Section 2.08(b) of the Security Trust Agreement.

Security Interests. (a) When executed Upon the execution and delivereddelivery of this Agreement, (i)(A) the Pledge and Security Agreements and the Canadian Security Documents, and the delivery of the Pledged Collateral Agreement to the Administrative Agent, the Pledge and Security Agreements and the Canadian Security Documents will be effective to create a valid first priority security interest in favor of the Collateral Administrative Agent for the ratable benefit of the Secured Parties Lenders in the Pledged Collateral therein described securing the Obligations, and all action necessary to perfect the security interest so created will have been taken and completed. Except in respect of LEP UK, upon the execution and delivery of this Agreement and the Pledge and Security Agreements, and upon the upon the filing of Uniform Commercial Code financing statements (or, in the case of the Canadian Subsidiaries, Personal Property Security Act financing statements or recording and filing of such instruments or notice thereof, as applicable, under the governing law of each province in which Collateral may be located) with the appropriate Governmental Agencies a valid and enforceable first priority security interest (or Lien in the case of Collateral of LEP Canada located in a province not governed by a Personal Property Security Act) in the Collateral described therein securing the Obligations (subject only to then existing Permitted Encumbrances, Permitted Rights of Others and matters permitted by Section 7.11 and to such qualifications and exceptions as are contained in the Uniform Commercial Code (as defined in effect in the relevant jurisdiction) with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Article 9 of said Code does not apply) shall be perfected. Upon the execution and delivery of the UK Security Documents by LEP UK, the UK Security Documents will create valid first priority security interests in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create therein described in favor of the Secured Party (as defined in Administrative Agent for the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion ratable benefit of the Collateral (as defined in Lenders securing the Collateral Agreement) constituting certificated securities (as defined in Obligations. Upon delivery for registration of the Uniform Commercial Code), is delivered UK Security Documents to the Collateral Agent, Registrar of Companies together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest prescribed particulars thereof within 21 days of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each date of creation of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Officeinterests therein, the security interests contained therein will not be void against any liquidator of LEP UK nor any person who for value acquires an interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of in or right over the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Collateral.

Security Interests. (a) When executed Each of the Non-Shared Collateral Pledge Agreement and delivered, (i)(A) the Shared Collateral Pledge Agreement will be is effective to create in favor of the Collateral Agent and the Collateral Trustee, respectively, for the ratable benefit of the Secured Parties and the Shared Collateral Secured Parties, respectively, a valid and enforceable security interest in the Collateral "Collateral" (as defined in the Non-Shared Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party "Collateral" (as defined in the Loan Proceeds Note Shared Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Pledge Agreement), (ii) respectively, and, when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral AgentAgent thereunder, together with instruments and, when financing statements in appropriate form are filed in the offices specified on Schedule D to each of transfer duly endorsed in blankthe Perfection Certificates, the Collateral Agreement will constitute, under applicable Federal and State law, such security interest shall constitute a fully perfected first priority Lien on, and security interest in in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person Person. (b) Each of the Non-Shared Collateral Security Agreement and the Shared Collateral Security Agreement is effective to create in favor of the Collateral Agent and the Collateral Trustee, respectively, for the ratable benefit of the Secured Parties and the Shared Collateral Secured Parties, respectively, a legal, valid and enforceable security interest in the "Collateral" (iiias defined in the Non-Shared Collateral Security Agreement) and the "Collateral" (as defined in the Shared Collateral Security Agreement), respectively, and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, on Schedule D to each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitutePerfection Certificates, under applicable Federal and State law, such security interest shall constitute a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Property, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.02. (bc) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the The security interest created thereunder shall constitute under each of the Non-Shared Collateral Security Agreement and the Shared Collateral Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired or registered by the Loan Parties after the Restatement Effective Date).

Security Interests. ‌ (a) When executed and delivered, (i)(A) the Collateral Agreement will be effective to create in favor As of the Collateral Agent for applicable Effective Date, Lender shall (i) obtain from the benefit of the Secured Parties applicable Borrower a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective agreement pursuant to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) which such Borrower grants to Lender a valid and enforceable security interest first priority Lien in the Collateral, subject to the provisos below and (ii) take such actions as are required to perfect Lender's Liens in the Collateral (as defined in under the Loan Proceeds Note Collateral Agreement), (ii) when the portion laws of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined well as under the laws of any applicable foreign jurisdiction in the Collateral Agreementcase of Export-Related Overseas Accounts Receivable and Export-Related Overseas Inventory, and patents registered in a foreign jurisdiction in the circumstances described below)) prior , including the filing in the appropriate jurisdictions of UCC financing statements identifying the applicable Borrower, Guarantor or third party and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When describing the Collateral Agreement or memorandum thereof is filed and the filing of any documents required to protect the Liens granted to Lender in Collateral that cannot be fully perfected by a filing under the UCC (e.g., the filing of patent and trademark security agreements in the United States Patent and Trademark Office and the United States Copyright Officefiling of mortgages, the security interest created thereunder shall constitute a fully perfected Lien ondeeds of trusts, and security interest in, all right, title and interest of the Loan Parties fixture filings or other indenture documents in the Intellectual Property (as defined in the Collateral Agreementlocal recording offices) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in provided that filings with the United States Patent and Trademark Office (or under the United States Copyright Officelaws of any foreign jurisdiction in which a patent might be registered) are only required when Lender would make such filing for similar loan facilities (including domestic facilities) on its own account and risk. Lender shall take such steps as are necessary to maintain throughout the Loan Facility Term a valid, as applicableenforceable and perfected first priority Lien in the Collateral subject only to Permitted Liens, including the timely filing of continuation statements with respect to such UCC financing statements and the filing of additional UCC financing statements if Lender has actual knowledge that a Borrower, a Guarantor or a third party has moved the Collateral or its jurisdiction of organization or otherwise has taken any action that would require Lender to take additional action to maintain its perfected first priority Lien in the Collateral subject only to Permitted Liens. If, in connection with any loan or other credit accommodation to be provided by Lender to a Borrower, Lender receives a Lien on any assets (other than Primary Collateral) to secure such loans and other credit accommodations, the Lien on such assets shall also secure the Loan Facility Obligations. Notwithstanding the foregoing, if any Lien on any Secondary Collateral or any Guarantor Collateral is not intended to be a first priority Lien, all references herein to a first priority Lien with respect to such Secondary Collateral or Guarantor Collateral shall be to a Lien in the priority set forth in Sections 6.E. and F. respectively, of the applicable Loan Authorization Agreement. (b) Primary Collateral shall mean the Collateral described in Section 6.A. of the Loan Authorization Agreement which shall include at a minimum the following: (i) For each case prior Revolving Loan Facility, (A) all Export-Related Accounts Receivable, (B) (only applicable if such Accounts Receivable will enter into the Export-Related Borrowing Base) all Export-Related Overseas Accounts Receivable, (C) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export-Related Inventory, (D) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export- Related Overseas Inventory, (E) all Export-Related General Intangibles, (F) Other Assets, if any, and superior (G) Other Collateral, if any; (ii) For each Transaction Specific Loan Facility and Transaction Specific Revolving Loan Facility, (A) all Export-Related Accounts Receivable relating to Specific Export Order(s), (B) (only applicable if such Accounts Receivable will enter into the Export- Related Borrowing Base) all Export-Related Overseas Accounts Receivable relating to Specific Export Order(s), (C) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export-Related Inventory relating to Specific Export Order(s), (D) (only applicable if such Inventory will enter into the Export-Related Borrowing Base) all Export-Related Overseas Inventory relating to Specific Export Order(s), (E) all Export-Related General Intangibles, (F) Other Assets, if any, and (G) Other Collateral, if any. (c) For each Loan Facility, Secondary Collateral shall mean the Collateral described in right Section 6.B. of the Loan Authorization Agreement which shall include at a minimum all assets of a Borrower, other than the Primary Collateral or Other Collateral, in which Lender is granted a Lien to secure any financial accommodation (other than the Loan Facility Obligations) provided by Lender to Borrower, (d) Lender shall not obtain from any Borrower, any Guarantor or any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings a Lien on any asset not included in the United States Patent and Trademark Office and Collateral which would separately secure the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by portion of the Loan Parties Facility not guaranteed by EXIM Bank. (e) Promptly after the Effective Date), Lender shall confirm by a UCC search of the appropriate jurisdictions that Lender has obtained a perfected first priority Lien in the Collateral subject only to Permitted Liens, provided that such UCC search is not required when the Loan Facility is a Renewal; notwithstanding this proviso, Lender in all cases continues throughout the Loan Facility to have the Lender Obligation to obtain and maintain its perfected security interest in the Collateral.

Security Interests. (a) When executed and delivered, (i)(A) The provisions of the Collateral Security Agreement will be are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder Credit Parties in such Collateralthe Security Agreement Collateral described therein, prior and superior the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Initial Borrowing Date will have) a fully perfected security interest in right all right, title and interest in all of the Security Agreement Collateral described therein to any the extent contemplated therein, subject to no other Person Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (iiiy) when financing statements the Grant of Security Interest in sufficient form are filed U.S. Trademarks, if applicable, in the offices specified respective form attached to the Security Agreement, in each case in the Effective Date Perfection Certificate or United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, to the extent the security interest granted pursuant thereto may be perfected by such filings and recordation, a perfected security interest in the Effective Date Loan Proceeds Note Perfection CertificateUnited States trademarks and patents covered by the Security Agreement, as and the case recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, to the extent the security interest granted -35- pursuant thereto may bebe perfected by such filings and recordation, each a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agreement and Agent, for the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State lawbenefit of the Secured Creditors, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien onlegal, valid and enforceable security interest in all right, title and interest of the grantors thereunder Credit Parties in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property Pledge Agreement Collateral (as defined in the Security Agreements) in which a security interest may be perfected by filingdescribed therein), recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Initial Borrowing Date will have) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties Pledge Agreement Collateral described therein to the extent contemplated therein, subject to no other Liens other than Permitted Liens. (c) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Intellectual respective Mortgaged Property (as defined in favor of the Collateral Agreement) in which a security interest Agent (or such other trustee as may be perfected by filingparty thereto) for the benefit of the Secured Creditors, recording or registering a security agreement, financing statement or analogous document in the United States Patent superior and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of all third Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood except that subsequent recordings in the United States Patent security interest and Trademark Office and the United States Copyright Office mortgage lien created on such Mortgaged Property may be necessary subject to perfect a lien on registered trademarks, trademark applications the Permitted Encumbrances related thereto) and copyrights acquired by the Loan Parties after the Effective Datesubject to no other Liens (other than Permitted Liens related thereto).

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral such Security Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule I to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such portion of the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable Uniform Commercial Code, in each case prior and superior in right to any other Personperson, other than Permitted Liens. (b) The Pledge Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Pledge Agreement) and, when such Collateral (to the extent such Collateral constitutes an instrument or certificated security under the applicable UCC) is delivered to such Administrative Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person other than the Liens permitted under clause (a) of the definition of “Excepted Liens”. (c) Each Mortgage with respect to the rights Mortgaged Property is effective to create for the ratable benefit of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings the Secured Parties a legal, valid and enforceable Lien in all Collateral and, when appropriate filings or registrations are made with the county clerk of each county where such Mortgaged Property is located, such Mortgage shall constitute a fully perfected Lien on all right, title and interest of the applicable Loan Party thereunder in the United States Patent applicable Mortgaged Property as of the Closing Date, prior and Trademark Office and superior in right to any other person, other than Permitted Liens. (d) As of the United States Copyright Office may be necessary to perfect a lien on registered trademarksClosing Date, trademark applications and copyrights acquired by the no Loan Parties after the Effective Date)Party has an ownership interest in any vessel.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral such Security Agreement) and (B) and, in each case subject to the Loan Proceeds Note Collateral Agreement will be effective to create in favor terms of the Secured Party (as defined in the Loan Proceeds Note Collateral Intercreditor Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iiii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule 1 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such portion of the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable Uniform Commercial Code, in each case prior and superior in right to any other Personperson, other than Permitted Prior Liens, Permitted Liens having priority under Legal Requirements and Liens with respect to the rights of Persons Senior Notes, which shall be subject to the Intercreditor Agreement, and (ii) when such Collateral (to the extent it constitutes a certificated security or an instrument under the applicable Uniform Commercial Code) is delivered to such Collateral Agent (or to the Noteholder Collateral Agent, as bailee for the Collateral Agent, pursuant to the Intercreditor Agreement), such Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person other than Permitted Prior Liens, Permitted Liens expressly permitted by having priority under Legal Requirements and Liens with respect to the Senior Notes, which shall be subject to the Intercreditor Agreement. (b) After the execution and delivery of each Ship Mortgage, each Ship Mortgage will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security interest in all Collateral (as defined in such Mortgage) and, when appropriate filings or registrations are made in accordance with the laws of the Vessel’s flag, such Ship Mortgage shall constitute a preferred perfected mortgage Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Vessel, prior and superior in right to any other person, other than Permitted Liens, and will constitute a “preferred mortgage” within the meaning of Section 6.05 (it being understood that subsequent recordings in 31301(6) of Title 46 of the United States Patent Code, entitled to the benefits accorded a preferred mortgage on a foreign vessel, in the case of Vessels not registered under the laws and Trademark Office flag of the United States, and in the case of Vessels registered under the laws and flag of the United States, constitutes a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Copyright Office may be necessary Code, entitled to perfect the benefits accorded a lien preferred mortgage on a registered trademarks, trademark applications vessel under the laws and copyrights acquired by flag of the Loan Parties after the Effective Date)United States.

Security Interests. (ai) When executed and delivered, (i)(A) the Collateral Each Security Agreement will be effective to create creates in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in identified therein. Upon the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor filing of the Secured Party (as defined UCC-1 financing statements described in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral AgreementSection 5.01(d)(viii), (ii) when the portion recording of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered Assignments for Security referred to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right the submission of an appropriate application requesting that the Lien of the Collateral Agent be noted on the certificate of title or ownership, completed and authenticated by the applicable Loan Party, together with the certificate of title or ownership, with respect to such Rolling Stock, to the applicable state agency, and the recording of the filings required under any other Personsimilar law of any foreign jurisdiction, such security interests in and Liens on the Collateral granted thereby shall be perfected, first priority security interests, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than (i) the filing of continuation statements in accordance with respect to applicable law, (ii) the rights recording of Persons the Collateral Assignments for Security pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings each Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office may be necessary Office, as applicable, with respect to perfect a lien on registered trademarks, after-acquired U.S. patent and trademark applications and registrations and U.S. copyrights, (iii) the registration of any unregistered copyrights with the United States Copyright Office and (iv) the recordation of appropriate evidence of the security interest in the appropriate foreign registry with respect to all foreign intellectual property. (ii) Each Canadian Security Agreement creates in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral secured thereby. Upon the filing of the PPSA financing statements described in Section 5.01(d)(viii) and the recording of the Canadian Security Agreement in the Canadian Intellectual Property Office, such Liens on the Collateral granted thereby shall be perfected, first priority security interests, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such Liens, other than (i) the filing of continuation statements in accordance with applicable law, (ii) the recording of the Canadian Security Agreement in the Canadian Intellectual Property Office with respect to after-acquired by Canadian intellectual property and (iii) the Loan Parties after recordation of appropriate evidence of the Effective Date)Lien on the appropriate foreign registry with respect to all foreign intellectual property.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral The Security Agreement will be is effective to create in favor of the Collateral Agent Pari Passu Administrative Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral such Security Agreement) and (B) and, in each case subject to the Loan Proceeds Note Collateral Agreement will be effective to create in favor terms of the Secured Party (as defined in the Loan Proceeds Note Collateral Intercreditor Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iiii) when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule 1 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, other than the Intellectual Property (as defined in the such Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such portion of the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering the filing of a security agreement, financing statement or analogous document in under the United States Patent and Trademark Office or the United States Copyright Office, as applicableapplicable Uniform Commercial Code, in each case prior and superior in right to any other Personperson, other than Permitted Prior Liens, Permitted Liens having priority under Legal Requirements and Liens with respect to the rights of Persons Senior Notes, which shall be subject to the Intercreditor Agreement, and (ii) when such Collateral (to the extent it constitutes a certificated security or an instrument under the applicable Uniform Commercial Code) is delivered to the Administrative Agent (or to the Pari Passu Administrative Agent, as bailee for the Administrative Agent, pursuant to the Intercreditor Agreement), such Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person other than Permitted Prior Liens, Permitted Liens expressly permitted by having priority under Legal Requirements and Liens with respect to the Senior Notes, which shall be subject to the Intercreditor Agreement. (b) After the execution and delivery of each Ship Mortgage, each Ship Mortgage will be effective to create in favor of the Pari Passu Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security interest in all Collateral (as defined in such Mortgage) and, when appropriate filings or registrations are made in accordance with the laws of the Vessel’s flag, such Ship Mortgage shall constitute a preferred perfected mortgage Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Vessel, prior and superior in right to any other person, other than Permitted Liens, and will constitute a “preferred mortgage” within the meaning of Section 6.05 (it being understood that subsequent recordings in 31301(6) of Title 46 of the United States Patent Code, entitled to the benefits accorded a preferred mortgage on a foreign vessel, in the case of Vessels not registered under the laws and Trademark Office flag of the United States, and in the case of Vessels registered under the laws and flag of the United States, constitutes a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Copyright Office may be necessary Code, entitled to perfect the benefits accorded a lien preferred mortgage on a registered trademarks, trademark applications vessel under the laws and copyrights acquired by flag of the Loan Parties after the Effective Date)United States.

Security Interests. On the date of the Closing, (a) When executed all necessary and deliveredappropriate financing statements are in appropriate form for filing so that, (i)(A) once filed with the Collateral offices described in Schedule 5.19, the Lien granted under the Security Agreement will be effective constitute a continuing perfected first priority Lien (subject to create Permitted Liens described in clauses (v) through (vii) of the definition thereof and to the pari passu lien in favor of the Collateral agent pursuant to the Bank Facility and the 2012 Note Agent for pursuant to the benefit 2012 Note Agreement and parties under any Additional Debt Facilities) on all right, title and interest of the Secured Parties a valid and enforceable security interest Fund in the Collateral described in the Security Agreement that may be perfected by filing, and (as defined b) upon effectiveness of the Control Agreement, the Lien granted under the Security Agreement will constitute a perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the Fund in the Collateral Agreementthat is subject thereto to the extent such Lien may be perfected by control of the Collateral Agent, in each case subject to no Liens other than Permitted Liens described in clauses (v) through (vii) of the definition thereof and (B) to the Loan Proceeds Note Collateral Agreement will be effective to create pari passu lien in favor of the Secured Party (as defined agent pursuant to the Bank Facility and the 2012 Note Agent pursuant to the 2012 Note Agreement and parties under any Additional Debt Facilities, and, accordingly, the Security Agreement creates in favor of the Loan Proceeds Note Collateral Agreement) Agent, for the ratable benefit of the holders of the Notes, a legal, valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, pledge and security interest in all right, title and interest of the pledgors thereunder Fund in such the Collateral, prior effective as against creditors of and superior purchasers from the Fund (subject to Permitted Liens described in right to any other Person and clauses (iiiv) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each through (vii) of the Collateral definition thereof and to the pari passu lien in favor of the agent pursuant to the Bank Facility and the 2012 Note Agent pursuant to the 2012 Note Agreement and the Loan Proceeds Note Collateral Agreement will constitute, parties under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective DateAdditional Debt Facilities).

Security Interests. (a) When executed The Guaranty and delivered, (i)(A) the Collateral Agreement will be effective to and the Mexican Collateral Agreements each create in favor of the Collateral Agent Administrative Agent, for the benefit of Administrative Agent and the Secured Parties Lenders, a valid legal, valid, and enforceable security interest in the Collateral Collateral, in each case, subject to what is provided below. Upon (as defined in the Collateral Agreement) and (Ba) the Loan Proceeds Note Collateral Agreement will be effective to create in favor filing of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when UCC1 financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the AgileThought, Administrative Agent taking possession of any certificates or instruments representing or evidencing Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained required by filing Uniform Commercial Code financing statementsthe UCC with respect to AgileThought, other than the Intellectual Property (as defined execution and delivery of Control Agreements with respect to Deposit Accounts and the recording of the collateral assignments referred to in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document Guaranty and Collateral Agreement in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims AgileThought, and (b) proper registration of (i) an executed contribution agreement to the Mexican Security Trust and the transfer of all the intellectual property owned by Mexican Subsidiaries (x) before the Mexican Sole Registry of Liens over Movable Assets (Registro Único de Garantías Mobiliarias) and the Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial) as defined expressly provided in such contribution agreement, and (z) in the Collateral Agreement)partners registry book (libro especial de socios) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsof AN Extend, other than with respect to the rights transfer of Persons title of the AN Extend Equity Interest in favor of the trustee of the Mexican Security Trust, as expressly provided in the contribution agreement; (ii) the AN Extend Pledge without Transfer of Possession Agreement before the Mexican Sole Registry of Liens over Movable Assets; and (iii) the security interest created pursuant to the Mexican AN Extend Equity Partnership Interest Pledge Agreement in the partners’ registry book of AN Extend, the security interests in and Liens expressly permitted by Section 6.05. on the Collateral granted under the Guaranty and Collateral Agreement and the Mexican Collateral Documents, respectively, are perfected, first-priority security interests, and no further recordings or filings are or will be required in connection with the creation, perfection, or enforcement of those security interests and Liens, other than (a) the filing of continuation statements in accordance with applicable law, (b) When the recording of the collateral assignments referred to in the Guaranty and Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to after-acquired U.S. patent and trademark applications and registrations and U.S. copyrights, and (c) the recordation of appropriate evidence of the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than appropriate foreign registry with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)all foreign intellectual property.

Security Interests. (a) When executed and delivered, (i)(A) the The Collateral Agreement will be Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the rights of creditors generally and by principles of equity. Upon (as defined i) the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, (ii) taking possession of possessory Collateral by the Collateral Agent (or by the ABL Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, if applicable) with respect to possessory Collateral and (Biii) the Loan Proceeds Note Collateral entering of Control Agreements, the Liens created by the Security Agreement will be effective to create and the Pledge Agreement in favor of the Secured Party (as defined in Collateral Agent for the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion benefit of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement Secured Parties will constitute, under applicable Federal and State law, a constitute fully perfected first priority Lien on, Liens (subject only to Permitted Liens) in and security interest in all right, title and interest to the assets of the pledgors thereunder Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in such and to the assets of the Loan Parties that constitute ABL Priority Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateralcase, to the extent perfection can be obtained by filing Uniform Commercial Code such financing statements, other than by entering into such Control Agreements or by taking possession of such possessory Collateral. Subject to the Intellectual Property (as defined qualifications and limitations set forth expressly in the Security AgreementsMortgages, the Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to each of the Mortgages constitute a valid first priority Lien under applicable law (subject only to Permitted Liens) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect assets of the Loan Parties that constitute Term Loan Priority Collateral and a second priority Lien under applicable law (subject only to Permitted Liens) in and to the rights assets of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Loan Parties that constitute ABL Priority Collateral Agreement or memorandum thereof is and when the Mortgages are filed in the United States Patent and Trademark Office and the United States Copyright Officeoffices as specified therein, the security interest created thereunder Mortgages shall constitute a fully perfected Lien on, and security interest interests in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the such Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Mortgages.

Security Interests. (a) When executed HVF owns and deliveredhas good and marketable title to the Collateral, (i)(A) free and clear of all Liens other than Permitted Liens. The Manufacturer Receivables and HVF’s rights under the Collateral Agreements constitute general intangibles under the applicable UCC. This Indenture constitutes a valid and continuing Lien on the Indenture Collateral in favor of the Trustee on behalf of the Noteholders, which Lien on the Indenture Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and the Collateral Agency Agreement will be effective to create constitutes a valid and continuing Lien on the HVF Vehicle Collateral in favor of the Collateral Agent for Agent, which Lien on the benefit HVF Vehicle Collateral has been perfected and is prior to all other Liens (other than Permitted Liens) and, in each case, is enforceable as such as against creditors of and purchasers from HVF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. HVF has received all consents and approvals required by the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion terms of the Collateral (as defined in to the pledge of the Collateral Agreement) constituting certificated securities (as defined in to the Uniform Commercial Code), is delivered to Trustee or the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be. (b) Other than the security interest granted to the Trustee hereunder and the Collateral Agent under the Collateral Agency Agreement, each HVF has not pledged, assigned, sold or granted a security interest in the Collateral, the Account Collateral, the Investment Property or the General Intangibles Collateral. All action necessary (including the filing of UCC-1 financing statements, the assignment of rights under the Manufacturer Programs to the Collateral Agent under the Assignment Agreements and the notation on the Certificates of Title for all HVF Vehicles (other than the Initial Hertz Vehicles and the Service Vehicles) of the Collateral Agreement Agent’s Lien for the benefit of the Noteholders) to protect and perfect the Trustee’s security interest in the Indenture Collateral and the Loan Proceeds Note Collateral Agreement will constituteAgent’s security interests in the HVF Vehicle Collateral has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing HVF as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by HVF in favor of the Trustee on behalf of the Noteholders in connection with this Indenture or the Collateral Agent in connection with the Collateral Agency Agreement, and HVF has not authorized any such filing. (c) HVF’s legal name is Hertz Vehicle Financing LLC and its location within the meaning of Section 9-307 of the applicable UCC is the State of Delaware. (d) Except for a change made pursuant to Section 8.19, (i) HVF’s sole place of business and chief executive office shall be at, and the place where its records concerning the Collateral are kept is at: 000 Xxxx Xxxxxxxxx, Xxxx Xxxxx, Xxx Xxxxxx 00000 and (ii) HVF’s jurisdiction of organization is Delaware. HVF does not transact, and has not transacted, business under applicable Federal any other name. (e) All authorizations in this Indenture for the Trustee to endorse checks, instruments and State lawsecurities and to execute financing statements, a fully perfected (except continuation statements, security agreements and other instruments with respect to undisclosed Commercial Tort Claims the Indenture Collateral and to take such other actions with respect to the Indenture Collateral authorized by this Indenture are powers coupled with an interest and are irrevocable. (f) This Base Indenture creates a valid and continuing Lien (as defined in the New York UCC) in the Account Collateral, the Investment Property and the General Intangibles Collateral Agreementin favor of the Trustee on behalf of the Trustee for the benefit of the Noteholders, which Lien is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from HVF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. All action necessary to perfect such first-priority security interest has been duly taken. (g) The General Intangibles Collateral constitutes “general intangibles” within the meaning of the New York UCC. (h) HVF owns and has good and marketable title to the Account Collateral, the Investment Property and the General Intangibles Collateral free and clear of any Liens (other than Permitted Liens), claim or encumbrance of any Person. (i) Lien onHVF has caused or will have caused, and within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in all right, title the General Intangibles Collateral and interest the Investment Property granted to the Trustee in favor of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05Secured Parties hereunder. (bj) When HVF has not authorized the filing of and is not aware of any financing statements against HVF that include a description of collateral covering the Account Collateral, the Investment Property or the General Intangibles Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, other than any financing statement relating to the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest granted to the Trustee in favor of the Loan Parties in Trustee for the Intellectual Property benefit of the Noteholders hereunder or that has been terminated. HVF is not aware of any judgment or tax lien filings against HVF. (as defined in the Collateral Agreementk) in which HVF is a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Registered Organization.

Security Interests. (a) When executed Section 7.04 of this Agreement, the Security Agreement, the ISDA Credit Support Annex and delivered, (i)(A) the Collateral Intercreditor Agreement will be are effective to create in favor of the Hedge Provider a legal, valid, enforceable, perfected, first priority security interest in each Collateral Agent for the benefit Account and all Collateral Account Property from time to time held or contained therein, in each case subject to no other Liens of any other Person. The aggregate value or amount of the Secured Parties Hedging Facility Collateral is equal to $25,000,000. (b) The Pledge Agreement is effective to create in favor of the Hedge Provider a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Pledge Agreement), (ii) and, when the portion of the such Collateral (as defined in to the extent such Collateral Agreement) constituting constitutes a certificated securities (as defined in security under the applicable Uniform Commercial Code), ) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, Administrative Agent or the Collateral Agreement will constitute, under applicable Federal Hedge Provider (as applicable) and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when UCC financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, on Schedule 1 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsPledge Agreement, other than the Intellectual Property (as defined in the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral such Pledge Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicablesuch Collateral, in each case prior and superior in right to any other Person, other than (i) the Administrative Agent and the Lenders to the extent expressly provided in the Intercreditor Agreement and (ii) Permitted Liens. (c) The Security Agreement is effective to create in favor of the Hedge Provider a legal, valid, and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when UCC financing statements in appropriate form are filed in the offices specified on Schedule 1 to the Security Agreement, such Security Agreement shall constitute a fully perfected (i) first priority Lien on, and security interest in, all right, title and interest of the Counterparty in such portion of the First Lien Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code, in each case prior and superior in right to any other Person, and (ii) second priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of the Second Lien Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code, in each case prior and superior in right to any other Person, other than (A) the Administrative Agent and the Lenders to the extent expressly provided in the Intercreditor Agreement and (B) Permitted Liens. (d) Upon the execution and delivery of Amendment No. 1 to Intercreditor Agreement by the Hedge Provider and each other party thereto, the Hedge Provider (i) shall be a “Secured Counterparty” and a “Credit Agreement Secured Party”, the Obligations shall be “Secured Counterparty Obligations” and “Credit Agreement Obligations”, and the ISDA Credit Support Annex, the Security Agreement and the Pledge Agreement shall each be a “Secured Counterparty Security Document” (each such enquoted term having the meaning specified in the Intercreditor Agreement), (ii) shall pursuant to the Security Agreement and the Intercreditor Agreement have a first priority security interest in and to the First Lien Collateral, and such First Lien Collateral shall constitute the Hedge Provider’s Secured Counterparty Primary Collateral (as defined in the Intercreditor Agreement), and (iii) shall pursuant to the Security Agreement and the Pledge Agreement conclusively have a second priority security interest in and to all of the Second Lien Collateral, and all such Second Lien Collateral shall also constitute the Hedge Provider’s Credit Agreement Primary Collateral (as defined in the Intercreditor Agreement). The Intercreditor Agreement and the Loan Documents do not establish or impose any prohibition, restriction or limitation, or right or interest of any other Person in or to, on any Collateral Account, any Collateral Account Property or any Letter of Credit constituting part of the Hedging Facility Collateral or the exercise or enforcement of any rights or remedies of the Hedge Provider under this Agreement or any other Transaction Document with respect to any of the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date)Hedging Facility Collateral.

Security Interests. (a) When executed and delivered, (i)(A) the Collateral Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement)and, (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code), ) is delivered to the Collateral Agent, Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral Liens granted pursuant to the Pledge Agreement will constitute, under applicable Federal and State law, a shall constitute fully perfected first priority Lien Liens on, and security interest in interests in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and (iii) enforceable security interest in the Collateral and, when financing statements in sufficient appropriate form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each of Liens granted under the Collateral Security Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a shall constitute fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien Liens on, and security interest in interests in, all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property (as defined in the Security Agreements) Agreement), in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.056.03. (bc) When the Collateral Security Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest interests created thereunder shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral such Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 6.03 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.15, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances.

Security Interests. (a) When executed On the Closing Date, substantially ------------------ concurrently with the execution and delivereddelivery of the Irrevocable Security Agreement - Defeasance, (i)(A) the Collateral Agreement such agreement will be effective to create a valid and perfected Lien in favor of the Collateral Agent First Trust of Illinois, as agent for the ratable benefit of the Secured Parties Administrative Agent and the Creditors in Cash Equivalents having a value of not less than $157,500,500, and such Lien will be of first priority. Upon the execution and delivery of the Borrower Security Agreement and the Subsidiary Security Agreement, such agreements will create valid and enforceable perfected first priority security interest interests in the Collateral described therein securing the Obligations (as defined in the Collateral Agreementsubject only to Permitted Encumbrances, Permitted Rights of Others, purchase money liens permitted under Section 6.8(g) and (B) the Loan Proceeds Note Collateral Agreement will be effective matters ------ disclosed in Schedule 4.7 and to create in favor of the Secured Party (such qualifications and exceptions as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion of the Collateral (as defined in the Collateral Agreement) constituting certificated securities (as defined ------------ are contained in the Uniform Commercial Code)Code with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Article 9 of the Uniform Commercial Code does not apply) and all action necessary to perfect the security interest so created, is other than filing of the UCC-1 financing statements ----- ---- delivered to the Collateral AgentAdministrative Agent pursuant to Section 8.1 with the appropriate Governmental Agency, together with instruments have been taken and completed. Upon the execution and delivery of transfer duly endorsed in blankthe Trademark Security Interest Assignment and the Copyright Assignment, the Collateral Agreement such agreements will constitute, under applicable Federal and State law, create a fully perfected valid first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, each collateral assignment of the Collateral Agreement described therein securing the Obligations and all action necessary to perfect the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statementscollateral assignment so created, other than the Intellectual Property (as defined in filing thereof with the Security Agreements) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the ----- ---- United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05. (b) When the Collateral Agreement or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be will have been taken and completed. Upon the execution and delivery of the Pledge Agreement and the Subsidiary Pledge Agreement, and the delivery to the Administrative Agent of the Pledged Collateral described therein (or, in the case of the stock of Las Vegas, the delivery of such stock to Bank of America Nevada under the Nevada Pledge Escrow Agreement), such agreements will create a valid and perfected first priority security interest in such Pledged Collateral described therein. Upon the execution and delivery of the Deeds of Trust, the Deeds of Trust will create a valid Lien in the Collateral described therein securing the Obligations, other than those arising under Sections 4.18, 5.11 and ----- ---- ---- ---- 11.22, (subject only to Permitted Encumbrances, Permitted Rights of ----- Others and matters described in Schedule 4.7), and all action necessary ------------ to perfect a lien on registered trademarksthe Lien so created, trademark applications other than recordation or filing thereof ----- ---- with the appropriate Governmental Agencies, will have been taken and copyrights acquired by the Loan Parties after the Effective Date)completed.

Security Interests. (a) When executed and delivered, All action necessary (i)(A) including the filing of UCC-1 financing statements necessary to perfect the Trustee’s security interest in the Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties (in each case, now in existence and hereafter acquired)), has been or will be duly and effectively taken on or prior to the date of the issuance of the first Series of Notes. (b) BTF owns and has good and marketable title to the Collateral, free and clear of all Liens other than Permitted Liens. BTF’s rights under the Collateral Agreements constitute general intangibles under the applicable UCC. This Base Indenture constitutes a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of the Secured Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), enforceable as such as against creditors of and purchasers from BTF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. BTF has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee. (c) Other than the security interest granted to the Trustee hereunder, BTF has not pledged, assigned, sold or granted a security interest in the Collateral. All action necessary (including the filing of UCC-1 financing statements and the notation on the Certificates of Title for all BTF Trucks of the Trustee’s Lien (or, if applicable, the Lien of a Nominee Lienholder on behalf of the Trustee), for the benefit of the Secured Parties) to protect and perfect the Trustee’s security interest in the Collateral (has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing BTF as defined in debtor covering all or any part of the Collateral Agreement) and (B) the Loan Proceeds Note Collateral Agreement will be effective to create is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by BTF in favor of the Secured Party (as defined in the Loan Proceeds Note Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined in the Loan Proceeds Note Collateral Agreement), (ii) when the portion Trustee on behalf of the Collateral Secured Parties in connection with this Indenture, and BTF has not authorized any such filing. (as defined d) BTF’s legal name is Budget Truck Funding, LLC and its location within the meaning of Section 9-307 of the applicable UCC is the State of Delaware. (e) All authorizations in this Base Indenture for the Collateral Agreement) constituting certificated Trustee to endorse checks, instruments and securities (as defined in the Uniform Commercial Code)and to execute financing statements, is delivered continuation statements, security agreements, Certificates of Title, and other instruments with respect to the Collateral Agent, together are powers coupled with instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute, under applicable Federal an interest and State law, a fully perfected first priority Lien on, and security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (iii) when financing statements in sufficient form are filed in the offices specified in the Effective Date Perfection Certificate or in the Effective Date Loan Proceeds Note Perfection Certificate, irrevocable for so long as the case may be, each of the Collateral Agreement and the Loan Proceeds Note Collateral Agreement will constitute, under applicable Federal and State law, a fully perfected Indenture is in effect. (except with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)f) Lien on, and security interest in all right, title and interest of the grantors thereunder in such Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsNo other liens, other than the Intellectual Property (as defined lien in favor of the Security Agreements) in which a security interest may be perfected by filingTrustee for the benefit of the Secured Parties, recording or registering a security agreement, financing statement or analogous document in are noted on any Certificates of Title issued for the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case (other than with respect to undisclosed Commercial Tort Claims (as defined in the Collateral Agreement)) prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05BTF Trucks. (bg) When the Collateral Agreement No Person acquired an interest in any BTF Truck or memorandum thereof is filed in the United States Patent and Trademark Office and the United States Copyright Officeany funds used to acquire such interest by reason of fraud, the security interest created thereunder shall constitute a fully perfected Lien ontheft, and security interest inforgery, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected negligence or administrative error by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.05 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).