Common use of Security Clause in Contracts

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge The Company will, for the benefit of the Common Security Trustee on behalf of the Trustee and the Holders of the Notes, pledge, or will cause each initial Subsidiary Guarantor Pledgor to pledge, the Lien over the Capital Stock of all Restricted Subsidiaries (other than Restricted Subsidiaries that are organized under the equity interests directly Laws of the PRC and the Other Non-Guarantor Subsidiaries) held by it (subject to Permitted Liens and the Issuer or any First Lien Note Guarantor (which pledgeIntercreditor Agreement) on the Exchange Date, in order to secure the case of any foreign subsidiary, shall be limited to 100% obligations of the non-voting equity interests (if any) Company under the Notes and 65% of the voting equity interests this Indenture and of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of initial Subsidiary Guarantor Pledgor under its Subsidiary Guarantee. Neither the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements Trustee nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries officers, directors, employees, attorneys or affiliates as manager agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents or the Intercreditor Agreement, for the creation, perfection, priority, sufficiency or protection of any of the PropCo facilities without Liens, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the prior written consent of PropCoLiens or Security Documents or any delay in doing so. The relative rights Company and priorities the applicable Subsidiary Guarantor Pledgor shall prepare and file any relevant statements to maintain the validity and (if relevant) perfection of the Liens or security interest. (b) The Company and each initial Subsidiary Guarantor Pledgor will, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Common Security Trustee, for the benefit of the Trustee and the Holders of the Notes, Liens on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other required procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective and to (if relevant) perfect the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and reciting the details of such action, or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and all Opinions of Counsel delivered pursuant to this Section 10.01(b) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for each similar opinions relating to the nature of the Senior Facilities Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgors are listed on Schedule II hereto. (d) So long as the Notes are secured by the Collateral, the Company and each initial Subsidiary Guarantor Pledgor will, at least annually after the execution and delivery of this Indenture, furnish to the Trustee an Opinion of Counsel dated on and as of the anniversary date of this Indenture either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, rerecording, and refiling of this Indenture as is necessary to maintain the Lien of such indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. (e) So long as no Payment Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the First Lien Notes Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive and retain any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (f) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market FinancingSection 6.11. Unless required by applicable laws, the indebtedness outstanding under the Senior Facilities and the First Lien Notes Trustee shall vote together as a single class, including not be responsible for making any deductions or withholding in respect of directing the Collateral Agent taxes or other governmental charges in respect thereof. The relative rights and priorities in of any amounts paid by the Collateral for each Trustee from the proceeds of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCollateral.

Security. Subject As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Loan Parties to, on or before the Closing Date (or, with respect to certain real property collateral, within the time provided in the Post-Closing Agreement), do or cause to be done all things necessary in the opinion of the Administrative Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Administrative Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted hereunder. Without limiting the owned material assets of foregoing, and to the Issuer and each First Lien Note Guarantorextent not previously delivered in connection with the Existing Agreement, in each case whether owned on the Closing Date or thereafter acquired (collectivelyor, with respect to certain real property collateral, within the “Collateral”)time provided in the Post-Closing Agreement) the Borrower shall deliver, including but not limited to: and shall cause each Guarantor to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or if such party has rights in any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that Pledged Interests (i) the indebtedness outstanding under Pledge Agreement which shall pledge all of the Senior Facilities and Pledged Interests held by such party to the First Lien Notes are pari passu in all respectsAdministrative Agent for the benefit of the Secured Parties, and (ii) unless there is a Market Financingif such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents indorsed in blank pertaining thereto, (b) the indebtedness outstanding under Security Agreement, which shall pledge to the Senior Facilities Administrative Agent for the benefit of the Secured Parties certain personal property of the Borrower and the First Lien Notes shall vote together as Guarantors more particularly described therein, (c) if such party has a single class, including fee interest in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each any of the Senior Facilitiesreal property set forth on Schedule 3.01, which schedule includes all real property with respect to which a Mortgage has been granted in connection with the First Lien Notes and Existing Agreement or as of the Second Lien Notes will Closing Date is required to be granted hereunder pursuant to the test set forth in Section 3.02(b), a Mortgage (or amendment or modification to a Mortgage entered into in connection with the First Lien/Second Existing Agreement) with respect thereto and such Mortgaged Property Support Documents (or amendments or modifications thereto or endorsements thereof, as appropriate) as the Administrative Agent may request, and (d) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien Intercreditor Agreementin favor of the Secured Parties on the Pledged Interests and all other Collateral, and shall take such further action and deliver or cause to be delivered such further documents as required by the Security Instruments or otherwise as the Administrative Agent may request to effect the transactions contemplated by this Article III. The Borrower shall also, and shall cause each Guarantor, to pledge to the Administrative Agent for the benefit of the Secured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests acquired or created after the Closing Date and held by such party, or otherwise acquired by such party and not theretofore pledged to the Administrative Agent for the benefit of the Secured Parties, and to deliver to the Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 7.12 and of the Security Instruments.

Security. Subject to (a) On and after the limitations set forth below and other exceptions, if any, to be agreed uponEffective Date, the First Lien Notes and the First Lien Note Guarantees will Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a first-priority security interest in Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the owned other material personal property assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired Credit Parties (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates certain exceptions as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien Intercreditor Agreementof the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, which in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall provide be encumbered by any Security Instrument; provided, that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu applicable Credit Party’s interests in all respects, lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) unless there is a Market FinancingBorrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the indebtedness outstanding Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the Senior Facilities control agreements, powers of attorney and other rights and remedies to collect or control any of the First Lien Notes shall vote together as a single classcollateral subject to the Security Instruments, including in respect of directing the Collateral provided that such forbearance by Administrative Agent in respect thereof. The relative not exercising its rights and priorities remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Collateral for each Security Instruments or a release of the Senior Facilities, the First any Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementgranted thereunder.

Security. Subject 7.1 In consideration of the Bank having granted/agreed to grant the Loan Facility, the Borrower/s hereby HYPOTHECATES to and char ges, as security to the limitations set forth below Bank, for securing the moneys that may from time to time become due and other exceptions, if any, payable by the Borrower/s to be agreed upon, the First Lien Notes Ba nk and the Balance Due to the Bank, by way of First Lien Note Guarantees will be secured by a first-priority security interest Exclusive charge in substantially all favour of the owned material Bank the assets of the Issuer Borrower/s, which are more particul arly described in the Schedule hereto (hereinafter referred to as "Hypothecated Assets") and each First Lien Note Guarantorthe same SHALL BE AND STAND HYPOTHECATED to the Bank by way of first charge as security for the due repayment of Loan Facility and also for all indebtedness or liabilities of the Borrow er/s to the Bank together with all interest, commissions, costs, charges and expenses payable to or incurred by the Bank including those for the enforcement of any of the security (ies). Provided that in each case whether owned on the Closing Date Hypothecated Asset(s) is yet to be purchased or thereafter acquired (collectivelyhas not been delivered and/or regis tered with the appropriate authority, wherever applicable, at the “Collateral”)time of signing of this agreement, including but not limited to: (a) a perfected first-priority pledge then the particulars of the assets shall be intimated to the Bank in writing, as an addendum to this agreement, with all the equity interests directly held relevant particulars of the assets including the registration details of the assets as may be applicable, whereupon such intimation in writing shall form part of the Schedule attached and shall deemed to have bee n incorporated in this Agreement. 7.2 The Bank shall be entitled to call upon the Borrower and the Borrower shall be liable to furnish to the Bank additional and / or alternate security as decided by the Issuer or any First Lien Note Guarantor (which pledge, bank in the case event of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive substantial deterioration in relation to the value of the security and the Borrower shall be bound to provide any additional security within 30 days from the receipt of the letter from the Bank. 7.3 The Borrower shall execute any bonds, promissory notes for the Loan and all such documents, power of attorney(s)/undertakings and agreements as may be afforded thereby, (y) assets to which required by the granting or perfecting such security interest would violate Bank at any applicable law (including gaming laws time during the pendency of this Loan. 7.4 That the Bank is not responsible for delivery of duly endorsed Registered Certificate and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge Borrower(s) shall not with hold payment of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All installments of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide pretext that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementRegistration Certificate has not been delivered.

Security. Subject (a) As security for the payment of its obligations hereunder, each Maker hereby grants to the limitations Payee a security interest in all of its (and, the case of HOI Kansas and HOI Utah, each of their future series) now owned and after acquired assets of every type and kind, including Accounts, Chattel Paper, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory and all other personal property and Proceeds of each of the foregoing (the "Collateral") with all capitalized words in this sentence (other than Collateral, Payee and Maker) having the meaning given to that term by the Uniform Commercial Code as in effect on the date of this Agreement and as amended from time to time in the State of Delaware (the "UCC"). This Note and Agreement is also secured by mortgages and deeds of trust made by certain Makers in favor of Payee as of the date hereof. The existence of such security shall not limit any other rights or remedies which Payee may have in the event of a default hereunder. By its signatures hereon, each Maker hereby irrevocably authorizes Payee to file against such Maker one or more financing, continuation or amendment statements pursuant to the UCC in form satisfactory to Payee, in all jurisdictions in which such filing is deemed by Payee to be necessary or desirable in order to perfect, preserve and protect its security interests, including by description of “all assets” or “all personal property”. If required by the Payee, each Maker will execute and deliver to Payee all documentation necessary for the Payee to obtain and maintain perfection of its security interests in the collateral covered by this Note and Agreement. (b) Without limiting the generality of this Section, each Maker further agrees that with respect to each item of Collateral as to which (A) the creation of a valid and enforceable security interest is not governed exclusively by the UCC or (B) the perfection of a valid and enforceable security interest therein under the UCC cannot be accomplished either by Payee taking possession thereof or by the filing in appropriate locations of appropriate UCC financing statements executed by or on behalf of such Maker, each Maker will at its expense execute and deliver to Payee such documents, agreements, notices, assignments and instruments and take such further actions as may be requested by Payee from time to time for the purpose of creating a valid and perfected first priority lien on such item, enforceable against such Maker and all third parties to secure the loan evidenced by this Note and Agreement. (c) Each Maker represents and warrants to Payee that (in the case of (i), (ii) and (iii), except as expressly set forth below in the Company’s Disclosure Schedule) (i) it has good and other exceptionsmarketable title to the Collateral, if any(ii) except for the security interest granted hereunder to and created in favor of Payee, to be agreed uponall the Collateral is free and clear of any lien except for current taxes and assessments not yet due and payable, (iii) this Note and Agreement, together with the First Lien Notes filing in the appropriate jurisdictions of duly completed UCC financing statements indicating the Collateral, creates and the First Lien Note Guarantees will be secured by at all times shall constitute a first-valid and perfected first priority security interest in substantially all and lien upon the owned material assets Collateral in favor of the Issuer Payee to the extent a security interest therein can be perfected by such filings, (iv) it will defend the Collateral against all claims and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge demands of all persons at any time claiming the equity interests directly held by the Issuer same or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) interest therein and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million the exact legal name of Maker and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any state of its subsidiaries incorporation or affiliates formation is as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities initial paragraph of this Note and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) In order to secure the Indenture Obligations equally and ratably with the Existing Credit Facility Obligations and Obligations in respect of the Existing Senior Secured Notes and, with respect to certain of the Collateral, the Existing ARCO Chemical Debt, the Company will, and will cause each of its Restricted Subsidiaries named in any Existing Security Document as a perfected first-priority pledge of party thereto, to execute and deliver to the Collateral Agent prior to the Issue Date each Existing Security Document to which it is a party. The Company and its Restricted Subsidiaries shall comply with all covenants and agreements contained in the equity interests directly held Security Documents the failure to comply with which would have a material and adverse effect on the Liens purported to be created thereby, unless such failure to comply is waived by the Issuer or any First Lien Note Guarantor (which pledgerequisite lenders under the Existing Credit Facility if, after that waiver, the Company is in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), compliance with Section 4.12. (b) a lien The Trustee and each holder of each Note by its acceptance of that Note acknowledges and agrees that: (i) this Indenture, as originally executed and delivered by the parties hereto, does not create any Lien on cashany property or securities which secures the Indenture Obligations or this Indenture; (ii) the Existing Security Documents, deposit accounts when executed and securities accountsdelivered by the parties thereto, will comply with the provisions of Section 4.12; (iii) the Existing Security Documents provide, and (c) perfected first-priority any Security Document that becomes effective after the Issue Date, may provide, that the Liens created thereby or thereunder automatically will be released and extinguished with respect to any property or security interests in, and mortgages on, substantially all owned tangible and intangible assets that is transferred or otherwise disposed of in accordance with the terms of the Issuer Existing Credit Facility, including any property or security that is the subject of a Major Asset Sale and each First Lien Note Guarantor is transferred to a Subject Asset Transferee; (includingiv) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, but not limited tothe Company and the Collateral Agent may amend, accounts receivablemodify, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for supplement or terminate any Security Document as long as the Company remains in compliance with Section 4.12; (v) real property with a fair market value less than $15.0 million as among the Trustee and leaseholds, (w) vehicles, (x) those assets as to which the Issuer holders of Indenture Obligations and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to lenders under the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws Existing Credit Facility and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders those lenders and the Collateral Agent will have the sole ability to control and obtain remedies with respect to all Collateral (including on sale or liquidation of any Collateral after acceleration of the Notes, the Existing Senior Secured Notes, the Existing Credit Facility Obligations or the Existing ARCO Chemical Debt) without the necessity of any consent of or notice to the Trustee or any such holder; (vi) any or all Liens granted under the Security Documents for the benefit of the Holders will be permitted automatically released, without the necessity of any consent of the Trustee or any Holders, upon a release of such Lien or Liens pursuant to terminate Holdings the terms of the Security Documents and the Existing Credit Facility or if such release is approved by the requisite lenders under the Existing Credit Facility. (vii) the relative rights of the holders of Indenture Obligations and the holders of Indebtedness or other obligations secured by Liens on the Collateral are governed by, and are subject to the terms and conditions of, the Security Documents and not this Indenture; and (viii) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, the Company may, on behalf of itself or any of its subsidiaries or affiliates as manager Restricted Subsidiaries, request and instruct the Collateral Agent to, on behalf of each secured party under the Security Documents, (A) execute and deliver to the Company, for the benefit of any Person, such release documents as the Company may reasonably request, of the PropCo facilities without the prior written consent of PropCo. The relative rights all liens and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing security interests held by the Collateral Agent in respect thereof. The relative rights such assets, and priorities such Person shall be entitled to rely conclusively on such release document, and (B) deliver any such assets in the Collateral for each possession of the Senior Facilities, Collateral Agent to the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCompany.

Security. Subject Each Pledge Agreement to which any Obligor is a party on the limitations set forth below Amendment Closing Date validly and other exceptions, if any, effectively creates the Encumbrances which that Pledge Agreement purports to create. Each supplement to any Pledge Agreement and each Pledge Agreement to be agreed uponentered into after the Amendment Closing Date shall, on execution thereof, validly and effectively create the First Lien Notes Encumbrances over the subject-matter thereof and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all Collateral therein mentioned which the owned material assets Pledge Agreement so supplemented or so executed after the Amendment Closing Date purports to create. Each of the Issuer and Encumbrances created or evidenced by each First Lien Note Guarantor, in each case whether owned Pledge Agreement to which any Obligor is a party on the Amendment Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgeor, in the case of any foreign subsidiarysupplements to a Pledge Agreement or any Pledge Agreement to be entered into after the Amendment Closing Date, shall be limited on execution of such supplement or Pledge Agreement), constitutes a legal, valid, binding and enforceable perfected security interest ranking first and prior to 100% any other Encumbrance or obligation (save for those Permitted Encumbrances and other Encumbrances expressly permitted under the terms of Pledge Agreements, if any, it being understood that no such other Encumbrances exist as of the non-voting equity interests (if any) Amendment Closing Date and 65% of any permission to incur any such Encumbrances following the voting equity interests of such foreign subsidiaryAmendment Closing Date must be expressly given in writing by the Bank, BLL and the Collateral Agent), except: (a) where such enforceability is limited by: (i) applicable mandatory bankruptcy, insolvency, reorganization, moratorium or other mandatory laws of general application relating to the enforcement of creditors’ rights generally; or (ii) mandatory laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (b) a lien on cashin respect of any supplement to any Pledge Agreement to be entered into by any Obligor, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of to the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property extent the perfection thereof requires the recording or filing with a fair market value less than $15.0 million Governmental Body, which recordation or filing shall, in any event, be made on the execution thereof or promptly thereafter. Without derogating from the foregoing, all consents, registrations, filings and leaseholdsother actions that are necessary in order to establish, (w) vehicles, (x) those assets as to which protect and perfect the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security Encumbrances purported to be afforded thereby, (y) created or evidenced under the Pledge Agreements over the assets and rights which are expressed to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There such Encumbrances under the Pledge Agreements shall be neither lockbox arrangements nor any control agreements relating have been duly received or taken, with respect to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent filings with the Opco First Lien Notes Documentation Principles. The indenture for Israeli Registrar of Companies, upon execution thereof or promptly thereafter and, in any event, no later than as required under Applicable Law (or, in the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager case of any supplements to a Pledge Agreement or Pledge Agreements to be entered into after the Amendment Closing Date, on execution of such supplement or Pledge Agreement or promptly thereafter) or, with respect to filings with the PropCo facilities without the prior written consent Israeli Registrar of PropCo. The relative rights Companies, promptly thereafter and priorities no later than as required by law and, in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreementany event, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent any filings in respect of any Pledge Agreement or supplement thereto, entered, or to be entered into, by Gazit-Globe, the governing law of which is not Israeli law, Gazit-Globe will deliver to the Bank, within fourteen (14) days after the execution thereof, a certified copy of such Pledge Agreement or supplement, together with a notarized translation thereof into the Hebrew language and its prescribed particulars, as required under Applicable Law, duly executed by Gazit-Globe, so as to enable the registration and the filing, thereof with the Israeli Registrar of Companies no later than as required by law. The relative rights All taxes, fees and priorities other charges relating to such filings, recordings, registration and other actions were paid in full on or prior to the Amendment Closing Date (or, in the Collateral for each case of any supplements to a Pledge Agreement or Pledge Agreements to be entered into after the Senior FacilitiesAmendment Closing Date, prior to the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor execution of such supplement or Pledge Agreement), or promptly thereafter.

Security. Subject (a) Borrower will cause the Obligations to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all and Antero will execute and deliver to the owned material assets Administrative Agent, for the benefit of the Issuer and each First Lien Note GuarantorSecured Parties, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) Mortgages (or amendments to Mortgages) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed, as applicable) as the indebtedness outstanding under Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect, on a pari passu basis with respect to the Senior Facilities Obligations and the First Lien Notes are pari passu Antero Resources Obligations, Liens in all respects, Oil and Gas Interests of Antero having an Engineered Value equal to or greater than the Minimum Collateral Amount and (ii) unless there is a Market Financingsecurity agreements in form and substance reasonably acceptable to the Administrative Agent (or amendments to security agreements) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) and control agreements as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect Liens in certain personal property of Antero or any “Restricted Subsidiary” of Antero under and as defined in the Antero Resources Credit Agreement, as the case may be, subject only to Permitted Liens. (b) Borrower and its Restricted Subsidiaries will execute and deliver to the Administrative Agent, for the benefit of the Secured Parties security agreements in form and substance reasonably acceptable to the Administrative Agent (or amendments to security agreements) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) and control agreements as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect Liens in certain personal property of Borrower or any Restricted Subsidiary, as the case may be, subject only to Permitted Liens. (c) Within 15 days after the Effective Date (or such longer time as acceptable to the Administrative Agent in its sole discretion), Borrower and each Guarantor agrees to execute and deliver, or cause to be executed and delivered, such amendments to, or amendment and restatements of, the indebtedness Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably require in connection with the Transactions. (d) So long as any Obligations are outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each Commitments have not been terminated (other than any provisions of the Senior Facilities, Loan Documents which by their terms expressly survive the First Lien Notes termination of the Loan Documents) the Liens and Collateral securing the Second Lien Notes will be set forth in Antero Resources Obligations must also secure the First Lien/Second Lien Intercreditor AgreementObligations.

Security. Subject As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Administrative Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted hereunder. Without limiting the owned material assets of the Issuer and each First Lien Note Guarantorforegoing, in each case whether owned on the Closing Date or thereafter acquired the Borrower shall deliver, and shall cause each Guarantor (collectivelyother than, solely with respect to the “Collateral”)Security Agreement, including but not limited to: Mid-State Homes and Xxxxxx Mortgage Company) to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or if such party has rights in any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that Pledged Interests (i) the indebtedness outstanding under Pledge Agreement which shall pledge all of the Senior Facilities and Pledged Interests held by such party to the First Lien Notes are pari passu in all respectsAdministrative Agent for the benefit of the Secured Parties, and (ii) unless there is a Market Financingif such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents indorsed in blank pertaining thereto, (b) the indebtedness outstanding under Security Agreement, which shall pledge to the Senior Facilities Administrative Agent for the benefit of the Secured Parties certain personal property of the Borrower and the First Guarantors more particularly described therein, (c) if such party has a fee interest in any of the real property set forth on Schedule 3.01, a Mortgage with respect thereto and such Mortgaged Property Support Documents as the Administrative Agent may request, (d) if such party has any leasehold interest in, or other grant of, mineral rights relating to the Coal mining or natural gas operations of any Coal Mining Entity, a Mineral Rights Mortgage with respect thereto and such Mortgaged Coal Property Support Documents as the Administrative Agent may request, (e) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien Notes in favor of the Secured Parties on the Pledged Interests and all other Collateral, and shall vote together take such further action and deliver or cause to be delivered such further documents as a single class, including in respect of directing required by the Collateral Security Instruments or otherwise as the Administrative Agent in respect thereofmay request to effect the transactions contemplated by this Article III. The relative rights Borrower shall also, and priorities in shall cause each Guarantor, to pledge to the Collateral Administrative Agent for each the benefit of the Senior FacilitiesSecured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests acquired or created after the Closing Date and held by such party, or otherwise acquired by such party and not theretofore pledged to the First Lien Notes Administrative Agent for the benefit of the Secured Parties, and to deliver to the Second Lien Notes will be set forth Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the First Lien/Second Lien Intercreditor Agreementterms of Section 7.12 and of the Security Instruments.

Security. Subject In order to secure the limitations set forth below repayment of the Principal Amount and other exceptions, if any, to be agreed uponany accrued and unpaid Interest (as defined below), the First Lien Notes Company agrees to create in accordance with the terms and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets conditions of the Issuer and each First Lien Note Guarantor, in each case whether owned Pledge Agreement a first priority UCC secured pledge on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) Company’s present and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned future tangible and intangible assets and rights of any kind whether contingent or absolute, including the execution of an Account Control Agreement solely with bank Leumi of New York, provided, however, that the Company shall not maintain funds through Company's current accounts in other banks than in Bank Leumi USA, accounts’ numbers: 2200474202, 2200474218 and 0000000000 (such accounts referred to as “Other Accounts” and “Leumi Accounts”, respectively, and together “Current Accounts”. Other Accounts are listed in Schedule 1.6), in excess of the Issuer aggregate amount of US$ 1,500,000 in all Other Accounts; and each First Lien Note Guarantor Wintegra Israel agrees to create, in accordance with the terms and the conditions of the Floating Charge Agreement, a first ranking floating charge on its present and future tangible and intangible assets and rights of any kind whether contingent or absolute (includingtogether, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property the “Floating Charge”) for the benefit of the Lenders and real property) except for the benefit of the entities listed as co-lenders in Schedule 1 hereto (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as the “Co-lenders”). The Floating Charge will rank senior to which the Issuer and Collateral Agent shall reasonably determine that the costs or any other consequences form of obtaining such a security interest are excessive in relation to on the value assets of the security Company and of Wintegra Israel. From time to time Plenus may demand, and the Company or Wintegra Israel, or any of their respective subsidiaries in case there shall be afforded therebysuch), (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contractshall execute, such contract has been entered into in additional documents as may be reasonably necessary to maintain the ordinary course of business, such restriction Lenders’ Floating Charge. It is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and expressly provided that the pledge of equity interests and other Company shall not maintain funds, securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor or deposits through any control agreements relating to new accounts opened by the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All Company as of the above-described pledgesdate hereof (“New Accounts”), security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCoPlenus. Plenus may require the execution and deliverance of an Account Control Agreement or any other reasonable requirement or arrangement with respect to such New Accounts as a condition for such consent. The relative rights co-lenders, lenders and priorities beneficiaries listed in Schedule 1 hereby appoint Plenus as their agent with respect to the Collateral for each of security interest granted to the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding secured parties hereunder under the Senior Facilities Security and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Pledge Agreement.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will The Debentures shall be secured by a first-priority the following security, together with any relevant power of attorney, registrations, filings and other supporting documentation in form and in substance satisfactory to the Purchaser as is deemed necessary by the Purchaser or its counsel to perfect the same or otherwise in respect thereof: (a) general security interest agreements in substantially all the owned material assets forms of Exhibit E and Exhibit F executed by each of the Issuer Company and each First Lien Note Guarantorthe Issuer, in each case whether owned on the Closing Date or thereafter acquired respectively (collectively, the “CollateralSecurity Agreements”), including but not limited to: (a) constituting a perfected first-priority pledge of ranking and exclusive charge on all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% assets of the non-voting equity interests (Company and the Issuer, respectively, subject, if any) and 65% of to the voting equity interests of such foreign subsidiary)extent applicable, to any Permitted Encumbrance; (b) a lien first ranking mortgage on cash, deposit accounts the Issuer’s interest in and securities accountsto that part of the Erie Plant that comprises the lands and premises described in, and that are the subject of, the 2005 Contract for Deed in the form of Exhibit G (the “Erie Plant Mortgage”) in the principal amount of US$50,000,000, which mortgage shall be registered and effective on or before the Closing Date; (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of an amendment to the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as Erie Plant Mortgage pursuant to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such grants a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to first ranking mortgage on the Issuer’s interest in and its subsidiaries’ bank accounts or securities accounts. All to the lands and premises described in, and that are the subject of the above-described pledges2006 Contracts for Deed in the form of Exhibit H (the “Erie Plant Mortgage Amendment”); (d) a first ranking mortgage of leasehold interest in respect of the NorthMet Lease in the form of Exhibit I (the “NorthMet Lease Mortgage”) and in respect of the Additional Leased Lands (the “Additional Leased Lands Mortgage”), security interests and each in the principal amount of US$50,000,000, which mortgages shall be created registered and effective on terms, and pursuant to documentation, consistent with or before the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none Tranche E Closing Date; (e) a pledge of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any common shares of the PropCo facilities without Issuer held by the prior written consent of PropCo. The relative rights Company, among the Company and priorities the Purchaser, in the Collateral for each form of Exhibit J (the “Pledge Agreement”), representing all of the Senior Facilities issued and outstanding shares of the First Lien Notes will be set forth in the First Lien Intercreditor AgreementIssuer, which shall provide that together with all share certificates evidencing ownership of such shares; and (if) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementParent Guarantee.

Security. Subject to The proceeds of the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will Loan advanced hereunder shall be secured by a first-priority first position security interest in substantially any and all assets owned and hereafter acquired by a Grantor. Each Grantor hereby pledges, collaterally assigns and transfers to the owned material assets Lender, and hereby grants to the Lender a first position security interest in any and all of the Issuer Collateral, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, wherever located, as collateral security for the prompt and each First Lien Note Guarantorcomplete payment and performance when due (whether at the stated maturity, in each case whether owned on by acceleration or otherwise) of the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: Obligations: (a) a perfected first-priority pledge of all Each Grantor acknowledges that: (i) value has been given; (ii) the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, Grantor has rights in the case of any foreign subsidiary, shall be limited Collateral (other than after-acquired Collateral); and (iii) the parties have not agreed to 100% postpone the time for attachment of the nonSecurity Interest. Each Grantor acknowledges that the security interest in this Agreement shall attach to existing Collateral upon the execution of this Agreement and to each item of after-voting equity interests (if any) and 65% of acquired Collateral at the voting equity interests of time that the Grantor acquires rights in such foreign subsidiary), after-acquired Collateral. (b) Each Grantor authorizes the Lender to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral, without the signature of such Grantor, in such form (if no signature is required) and in such offices as the Lender determines appropriate to perfect the security interests of the Lender under this Agreement. Each Grantor authorizes the Lender to use the collateral description “all personal property”, “all assets” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of any other applicable state, in any such financing statements. Such Grantor also hereby ratifies its authorization for Lender to have filed any initial financing statement or amendment thereto under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. Each Grantor hereby (i) waives any right under the Uniform Commercial Code or any other applicable law to receive notice and/or copies of any filed or recorded financing statements, amendments thereto, continuations thereof or termination statements and (ii) releases and excuses each Lender from any obligation under the Uniform Commercial Code or any other applicable law to provide notice or a lien on cash, deposit accounts and securities accounts, and copy of any such filed or recorded documents (c) perfected first-priority security interests inAt any time and from time to time, upon the written request of the Lender, and mortgages onat the sole expense of such Grantor, substantially all owned tangible such Grantor will promptly duly execute and intangible assets deliver, and have recorded, such further instruments and documents and take such further actions as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreementpowers herein granted, which shall provide that including (i) the indebtedness outstanding filing of any financing or continuation statements under the Senior Facilities and Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the First Lien Notes are pari passu in all respectssecurity interests created hereby, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each case of Investment Property, Deposit Accounts, Securities Entitlements, Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Agent to obtain “control” (within the meaning of the Senior FacilitiesUniform Commercial Code) with respect thereto, subject to the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor requirements of this Agreement.

Security. Subject 4.1 As general and continuing collateral security for the due payment of the Principal Sum, interest and all other monies payable hereunder or from time to time secured hereby and as security for the limitations set forth below performance and other exceptions, if any, to be agreed uponobservance of the covenants and agreements on the part of the Debtor herein contained, the First Lien Notes Debtor, hereby grants, assigns, mortgages and the First Lien Note Guarantees will be secured by a first-priority security interest charges to and in substantially all the owned material assets favour of the Issuer Agent, for and each First Lien Note Guarantoron behalf of the Lenders, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: as and by way of (a) a perfected first-priority pledge of floating charge over all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the nonDebtor's present and after-voting equity interests (if any) acquired real property wherever situate, and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cashsecurity interest in and to all of the Debtor's present and after-acquired personal property (both tangible and intangible) of every nature and kind and wherever situate and all proceeds thereof in the form of "goods", deposit accounts "chattel paper", "investment property", "documents of title", "instruments", "money" or "intangibles" (as each such term is defined in the Personal Property Security Act (Alberta)). In this Debenture, the mortgages, charges and securities accountssecurity interests hereby constituted are referred to as the "Security Interest" and the subject matter of the Security Interest is referred to as the "Collateral". 4.2 Without limiting its rights hereunder to crystallize the Security Interest in any other manner, the Agent may, subject to Section 4.4(b) of the Credit Agreement, crystallize the Security Interest in respect of all or a portion of the Collateral by (a) giving notice to the Debtor of, and (cb) perfected first-priority registering this Debenture or a caveat, security notice, financing statement or other instrument in respect of this Debenture, at any public registry or other office maintained for the purposes of registering fixed and specific mortgages and charges, security interests inand other like interests, and mortgages onafter such crystallization, substantially all owned tangible and intangible assets the Security Interest in respect of such Collateral that is the subject of the Issuer registration shall constitute a fixed and each First Lien Note Guarantor specific mortgage and charge and security interest to and in favour of the Agent, its successors and assigns, in respect of such Collateral, and the Debtor shall not thereafter dispose of or otherwise deal with such Collateral without the consent of the Agent. The Debtor shall execute such further documents and do all acts reasonably requested by the Agent to give effect to the foregoing. 4.3 The Agent and the Lenders acknowledge and agree that the rights and remedies of the Agent and the Lenders under this Debenture shall in all cases be limited to the Security Interest created hereby against the Collateral. 4.4 Until the Security Interest becomes enforceable, the Debtor, subject to the terms of the other Documents, may dispose of or deal with the Collateral in the ordinary course of its business and for the purpose of carrying on the same, so that purchasers thereof or parties dealing with the Debtor take title thereto free and clear of the Security Interest. In the event of any such disposition in the ordinary course of business, the Agent will, at the written request of the Debtor which will include a certificate of the Debtor stating that such Collateral is being dealt with or disposed of in accordance with this Section 4.4, at the cost of the Debtor release its Security Interest over the Collateral which has been disposed. 4.5 The Security Interest will not extend or apply to the last day of the term of any lease of real property or agreement therefor, but upon the enforcement of the Security Interest, the Debtor will stand possessed of such last day in trust to assign the same at the direction of the Agent to any Person acquiring such term. 4.6 The Debtor confirms that value has been given, that the Debtor has rights in the Collateral and that the Debtor and the Agent, for and on behalf of the Lenders, have not agreed to postpone the time for attachment of the Security Interest to any of the Collateral. In respect of Collateral which is acquired after the date of execution hereof, the time for attachment will be the time when the Debtor acquires such Collateral. 4.7 The Agent, on behalf of the Lenders, is the party entitled to receive all amounts payable hereunder and to give a discharge hereof. 4.8 The Security Interest does not and will not extend to, and the Collateral will not include, any agreement, right, franchise, licence or permit (the "Contractual Rights") to which the Debtor is a party or of which the Debtor has the benefit, to the extent that the creation of the Security Interest would constitute a breach of the terms of or permit any person to terminate the Contractual Rights, but the Debtor will hold its interest therein in trust for the Agent on behalf of the Lenders and will assign such Contractual Rights to the Agent forthwith upon obtaining the consent of the other party or parties thereto. 4.9 Notwithstanding the provisions of this Debenture, (i) the Debtor shall remain liable to perform all of its duties and obligations in regard to the Collateral (including, without limitation, all of its duties and obligations arising under any leases, licenses, permits, reservations, contracts, agreements, instruments, contractual rights and governmental orders, authorizations, licenses and permits now or hereafter pertaining thereto) to the same extent as if this Debenture had not been executed; (ii) the exercise by the Agent of any of its rights and remedies under or in regard to this Debenture shall not release the Debtor from such duties and obligations; and (iii) the Agent shall have no liability for such duties and obligations or be accountable for any reason to the Debtor by reason only of the execution and delivery of this Debenture. 4.10 The Agent and its successors and assigns shall have and hold the Collateral, together with all tenements, hereditaments and appurtenances thereto, in accordance with the terms of the Documents. 4.11 To the extent permitted by applicable Laws, the Security Interest shall not be impaired by any indulgence, moratorium or release which may be granted including, but not limited to, accounts receivableany renewal, inventoryextension or modification which may be granted with respect to any secured indebtedness, equipmentor any surrender, general intangiblescompromise, investment propertyrelease, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholdsrenewal, (w) vehiclesextension, (x) those assets as to exchange or substitution which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive may be granted in relation to the value respect of the security to be afforded therebyCollateral, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries part thereof or affiliates as manager any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any of the PropCo facilities without Principal Sum. 4.12 The Debtor agrees and acknowledges that the prior written consent of PropCo. The relative rights Security Interest and priorities in the Collateral are being shared between the Lenders in accordance with the terms of this Debenture and the other Documents and that this Debenture is being held by the Agent for each its own benefit and on behalf of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLenders.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering substantially all assets owned by Borrower and each of its Subsidiaries, including, without limitation, all Mineral Interests owned by Borrower and its Subsidiaries. On the Closing Date, Borrower shall deliver to Administrative Agent for the ratable benefit of each Bank, a first-priority security interest Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in substantially all assets owned by Borrower, including, without limitation, all Mineral Interests owned by Borrower. (b) On or before each Redetermination Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall execute and deliver to Administrative Agent, and cause each of its Subsidiaries to execute and deliver to Administrative Agent, for the owned material assets ratable benefit of each Bank, Mortgages granting, evidencing and perfecting the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: Liens required by Section 6.1 (a) a perfected first-priority pledge of preceding with respect to all the equity interests directly held Mineral Interests acquired by the Issuer Borrower or any First Lien Note Guarantor (which pledge, in the case Subsidiaries of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien Borrower on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation subsequent to the value of the security to be afforded thereby, (y) assets to last date on which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings Borrower or any of its subsidiaries Subsidiaries were required to execute and deliver Mortgages pursuant to this Section 6.1, or affiliates as manager which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) On the date of the creation or acquisition by Borrower or any Subsidiary of Borrower of any Subsidiary of Borrower (a "New Subsidiary"), Borrower shall cause such New Subsidiary to execute and deliver to Administrative Agent for the ratable benefit of the PropCo facilities Banks, a Security Agreement and one or more Mortgages, together with such other assignments, conveyances, amendments, agreements and other writings, including, without the limitations UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor AgreementLiens on substantially all assets, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in including, without limitation, all respectsMineral Interests, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementowed by such New Subsidiary.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest first and prior Liens covering and encumbering (i) the Mineral Interests owned by Borrower and its Subsidiaries specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Subsidiaries on and after the Closing Date, (ii) one hundred percent (100%) of the issued and outstanding Equity of Borrower and each existing and future Subsidiary of Borrower, and (iii) substantially all of the owned other material assets of the Issuer Credit Parties, except that Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing statements and UCC-3 financing statement amendments (each First Lien Note Guarantorduly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the Credit Parties required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before the Effective Date and on or before each case whether owned on Determination Date after the Closing Date and at such other times as Administrative Agent or thereafter acquired Required Banks shall request, Borrower shall, and shall cause its Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Subsidiaries (collectivelyas applicable) together with such other assignments, the “Collateral”)conveyances, amendments, agreements and other writings, including but not limited to: UCC-1 financing statements (aeach duly authorized and, as applicable, executed) a perfected first-priority pledge of all as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the equity interests directly Liens required by Section 5.1(a)(i) above with respect to Mineral Interests then held by Borrower and such Subsidiaries (as applicable) which are not the Issuer or any First Lien Note Guarantor (which pledgesubject of existing first and prior, in perfected Liens securing the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiaryObligations as required by Section 5.1(a)(i), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.

Security. Subject The Borrowers have provided or caused to be provided, as the case may be, to the limitations set forth below Agent, for and on behalf of the Secured Parties as continuing collateral security for the present and future indebtedness and liability of the Borrowers and other exceptionsLoan Parties to the Secured Parties hereunder and under the other Loan Documents, if anyin each case, to be agreed uponthe extent specified in the applicable documents relating to such security, the First Lien Notes following security in form and substance satisfactory to the First Lien Note Guarantees will be secured Agent acting reasonably, together with any relevant power of attorney, registrations, filings and other supporting documentation and opinions of counsel as requested by the Agent or its counsel (acting reasonably) (together with the security required pursuant to this Agreement or otherwise delivered in connection with this Agreement or the other Loan Documents from time to time, the “Security”): (i) a full recourse guarantee from the Parent, each of the Borrowers and each other Subsidiary that becomes a Guarantor hereunder; (ii) a general pledge and security agreement (or local law equivalent, including moveable hypothec to the extent the Parent or any of its Subsidiaries has any tangible Assets or is domiciled in the Province of Quebec) constituting a first-priority security interest in substantially ranking charge on all the owned material personal property and assets of the Issuer and each First Lien Note GuarantorLoan Parties (including a pledge in respect of all Equity Interests held by a Loan Party in the capital of any Subsidiary thereof, in each case whether owned on the Closing Date or thereafter acquired (collectivelycase, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of together with all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests certificates (if any) evidencing such ownership and 65% stock transfer powers in respect of same), subject, if and to the extent applicable, to any Permitted Lien, the exceptions specified therein and other customary exceptions (each such agreement, a “Pledge and Security Agreement”); (iii) in respect of any Intellectual Property registered with, or with respect to which an application (other than any United States trademark applications constituting Excluded Assets) for registration is pending with, the United States Patent and Trademark Office or the United States Copyright Office, a customary intellectual property security agreement in respect thereof governed by the laws of New York; (iv) appropriate evidence showing loss payable and additional insured clauses or endorsements with respect to the applicable property and third party liability insurance policies of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts Parent and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets its Subsidiaries in favour of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for Agent; and (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; foregoing which may required in any applicable jurisdiction to effect the registration and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager perfection of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementforegoing.

Security. Subject The Obligors’ obligations and liabilities under the Finance Documents, including (without limitation) the Borrower’s obligation to repay the limitations set forth below Facilities together with all unpaid interest, default interest, commissions, charges, expenses and any other exceptionsderived liability whatsoever of the Obligors towards the Finance Parties in connection with the Finance Documents, if anyshall throughout the Security Period, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by the guarantees and indemnities granted by the Guarantors and the Borrower pursuant to Clause 18 (Guarantee and Indemnity) and additionally be cross collateralised as follows: the Mortgage (including any deeds of covenants), subject to contractually agreed Quiet Enjoyment Letters (where required under a first-priority security interest in substantially all drilling contract with a third party); the owned material assets Assignment of Earnings; The Seadrill Partners Guarantee; the Assignment of Insurances; the Account Charge; and the Share Charges. Subject to paragraph (c) below, each of the Issuer Obligors undertakes to ensure that the above Security Documents are being duly executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties) in form and each First Lien Note Guarantor, substance satisfactory to the Agent (on behalf of the Finance Parties) in each case whether owned on the Closing Date or thereafter acquired accordance with Clause 4 (collectively, the “Collateral”Conditions Precedent), including but not limited to: legally valid and in full force and effect with first priority, and to execute or procure the execution of such further documentation as the Agent may reasonably require in order for the relevant Finance Parties to maintain the security position envisaged hereunder. In relation to the obligation to provide the Assignment of Earnings it is understood that the Lenders agree only to require that “commercially best efforts” are applied by the relevant Obligors in obtaining (a) a perfected first-first priority pledge security interest over all earnings in respect of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) charter parties with independent third parties and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts any acknowledgement from any independent third parties. Each Hedge Counterparty hereby declares and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of agrees that; its rights under the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive Security Documents in relation to any Secured Hedging Agreement shall always be subordinated to and rank in priority behind the value rights of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation PrinciplesFinance Parties; and provided that the pledge of equity interests and other securities will be subject it shall not take any action to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or enforce any of its subsidiaries or affiliates as manager rights under any Security Documents unless and until all monies outstanding to the other Finance Parties have been fully and irrevocably paid and discharged in full and no Commitment is longer in force. The Agent shall notify the Lenders upon receipt of any written notice from a Hedge Counterparty of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together any agreement being designated as a single class, including in respect Hedging Agreement for the purpose of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor this Agreement.

Security. Subject (1) In each case, subject to Permitted Exceptions, by the limitations set forth below and other exceptionsapplicable dates specified below, if anythe Borrowers shall provide, or cause to be agreed upon, provided by the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note GuarantorGuarantors, in each case whether owned case, to the Administrative Agent, for and on behalf of the Lenders, as continuing collateral security for the present and future indebtedness and liability of the Borrowers and the obligations of the Guarantors under the Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “Security”), in form and substance satisfactory to the Administrative Agent, acting reasonably, together with any relevant reasonably required power of attorney, registrations, filings and other supporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) a Guarantee, which guarantees shall be reaffirmed as of the Effective Date pursuant to Section 23.01; (b) general security agreements (which, for greater certainty, shall not include a hypothec with respect to moveable property located in the Province of Québec) dated as of the Original Closing Date or thereafter acquired (collectivelyif such Person became a Loan Party thereafter, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% and reaffirmed as of the non-voting equity interests Effective Date pursuant to Section 23.01, constituting a security interest in all personal property (if anyor moveable property, as applicable) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor Loan Parties (including, but not limited to, accounts receivableincluding all contract rights, inventory, equipmentaccounts, general intangibles, investment Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, intellectual property equipment and real propertyproceeds of the foregoing), which security interest shall be of first priority, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “Security Agreement”), and subject to the grace periods specified in each Security Agreement and in connection with deposit accounts, Section 7.01(15)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; and (c) except for within 60 days following the acquisition of any Material Owned Real Property, debentures, mortgages, deeds of trust or deeds to secure debt (vor immoveable hypothec, as applicable) constituting a charge on such real property with (or immoveable property, as applicable) of the Loan Parties (as determined by the Administrative Agent), which charge shall be a fair market value less than $15.0 million first ranking and leaseholdsexclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (weach being a “Debenture”). (2) vehiclesSubject to Permitted Exceptions, Open Text will from time to time at its expense duly authorize, execute and deliver (xor cause the applicable Loan Party to authorize, execute and deliver) those assets to the Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to which be granted to the Issuer and Administrative Agent, or any Lender or the Collateral Agent shall reasonably determine that by the costs or other consequences Credit Documents and of obtaining such a security interest are excessive in relation the rights and remedies therein granted to the value of the security to be afforded therebyAdministrative Agent, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) Lender or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders including the filing of financing statements or Trustee will other documents under any Law with respect to the Encumbrances created thereby. The Loan Parties acknowledge that the Credit Documents have been prepared on the basis of Law in effect on the Effective Date, and that changes to Law may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be permitted amended, supplemented or replaced (and Open Text shall, or shall cause the applicable Loan Party to terminate Holdings duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or any of its subsidiaries or affiliates as manager of replacement reasonably requested by the Administrative Agent with respect to any of the PropCo facilities without Credit Documents) within 30 days of written request therefor (i) to reflect any change in Law, whether arising as a result of statutory amendments, court decisions or otherwise; (ii) to facilitate the prior written consent creation and registration of PropCoappropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Administrative Agent Encumbrances similar to the Encumbrances created or intended to be created by the Credit Documents. The relative rights Without limiting the generality of this Section 2.12(2), the Loan Parties agree that if any such actions shall be required under applicable law as a result of the amendment and priorities restatement of the Existing Credit Agreement into the form of this Agreement on the Effective Date, they shall promptly, or shall cause the applicable Loan Party to promptly, duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or replacement reasonably requested by the Administrative Agent with respect to any of the Credit Documents. (3) With respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under Flood Insurance Laws, the applicable Loan Party (A) will maintain, with financially sound and reputable insurance companies, such flood insurance in such total amount as the Administrative Agent and Lenders may from time to time reasonably require to the extent customarily maintained by similar businesses operating in the Collateral for each same or similar locations, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Senior Facilities Administrative Agent on behalf of any Lender, will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the First Lien Notes Administrative Agent and such Lender, including evidence of annual renewals of such insurance. (4) (a) Notwithstanding anything to the contrary in Section 2.12(1)(d) (including the time period set forth therein) or this Agreement to the contrary, the Administrative Agent shall not enter into any Debenture in respect of any Material Owned Real Property acquired by any Borrower or any other Loan Party after the Closing Date until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If the Lenders have not informed the Administrative Agent and Open Text of any outstanding flood diligence requirements by the date that is forty (45) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents in respect of such real property (which documents shall be delivered by the Administrative Agent to the Lenders promptly after receipt thereof): (i) a completed flood hazard determination from a third party vendor; (ii) if such Material Owned Real Property is located in a “special flood hazard area,” (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such Material Owned Real Property is located, evidence of required flood insurance with respect to any such Mortgage, the Lenders will be deemed to have completed their flood insurance due diligence and flood insurance compliance and to have consented to such Debenture. Notwithstanding anything to the contrary in this Section 2.12 or this Agreement, in respect of any Material Owned Real Property subject to Section 2.12(1)(d), the time period set forth in Section 2.12(1)(d) for delivery of any related Debenture shall be automatically extended to the First Lien Intercreditor Agreement, date on which shall provide that (ithe Administrative Agent is permitted under this Section 2.12(4)(a) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementto enter into such Debenture.

Security. Subject (a) The Company will: (i) within 45 days after any Subsidiary is required to deliver a Subsidiary Guaranty Supplement to the limitations set forth below Subsidiary Guaranty Agreement pursuant to Section 10.18, furnish to the holders of the Notes a description of such Subsidiary’s real and other exceptionspersonal properties (whether tangible, intangible, or mixed property, but excluding Excluded Assets), in detail satisfactory to the Required Holders; (ii) within 45 days after any acquisition of Material Acquired Real Properties (or, if earlier, the date of delivery of the following pursuant to the Bank Facility), furnish to the holders of the Notes a description of any Material Acquired Real Properties of such Subsidiary, in detail reasonably satisfactory to the Collateral Agent; (iii) within 45 days after any Subsidiary is required to deliver a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement pursuant to Section 10.18, take, and cause such Subsidiary to take, whatever action (including, without limitation, execution and delivery of Collateral Documents), in all such cases, as specified by the Collateral Agent or the Required Holders and in form and substance reasonably satisfactory to the Collateral Agent (including delivery to the Collateral Agent of all certificates, if any, representing the Capital Stock in and of such Subsidiary and all documents required to be agreed upondelivered pursuant to Section 3 of the First Amendment or Section 9.11(d)(vii)), in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that were Subsidiary Guarantors on the date of the First Amendment, securing payment of all obligations of such Subsidiary Guarantor under the Note Documents; (iv) with respect to any Material Acquired Real Properties, within 60 days after the acquisition thereof (or, if earlier, the First Lien date on which any of the following actions is taken pursuant to the Bank Facility), cause such Subsidiary and each direct and indirect parent of such Subsidiary to take, whatever action (including, without limitation, the recording of mortgages, deeds of trust, assignments, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it in accordance with the Intercreditor Agreement) valid and subsisting first priority, perfected Liens on the Material Acquired Real Properties, in favor of the Collateral Agent for the benefit of the Secured Parties to secure the obligations of the Company and the Subsidiary Guarantors under the Notes and the First Lien other Note Guarantees will be secured by a first-priority security interest Documents and the other Secured Obligations in substantially all accordance with the owned material assets terms and conditions of the Issuer Collateral Documents, subject in any case to Permitted Liens, Permitted Encumbrances and terms of leases and conveyance instruments, including without limitation delivery of each First Lien Note Guarantoritem set forth in Section 9.11(d) with respect to the property to be mortgaged; (v) by March 15 of each year, in each case whether owned commencing with March 15, 2018, with respect to any real property that is associated with an active Mining Facility described on Schedule 5.25 and was acquired during the Closing Date or thereafter acquired prior calendar year and was not a Material Acquired Real Property (collectively, the an “CollateralAdditional Real Property”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) cause such Subsidiary and 65% of the voting equity interests each direct and indirect parent of such foreign subsidiary)Subsidiary to take, (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor whatever action (including, but not limited towithout limitation, accounts receivablethe recording of mortgages, inventorydeeds of trust, equipmentassignments, general intangiblesthe filing of UCC financing statements, investment property, intellectual property the giving of notices and real propertythe endorsement of notices on title documents) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which may be necessary or advisable in the Issuer and reasonable opinion of the Collateral Agent shall reasonably determine that to vest in the costs Collateral Agent (or in any representative of the Collateral Agent designated by it in accordance with the Intercreditor Agreement) valid and subsisting first priority, perfected Liens on such Additional Real Property, in favor of the Collateral Agent for the benefit of the Secured Parties to secure the obligations of the Company and the Subsidiary Guarantors under the Notes and the other consequences Note Documents and the other Secured Obligations in accordance with the terms and conditions of obtaining such a security interest are excessive the Collateral Documents, subject in relation any case to Permitted Liens, Permitted Encumbrances and terms of leases and conveyance instruments, including without limitation delivery of each item set forth in Section 9.11(d) with respect to the value of the security property to be afforded therebymortgaged; (vi) with respect to any Material Acquired Real Properties, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition precedent to entering into such contractdelivery of any Mortgage, such contract has been entered into comply with the flood hazard determination requirements set forth in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedSection 9.11(d)(vii), but only so long as such grant and if any Material Acquired Real Properties that constitute real property or perfection would violate leasehold interest in real property is a Flood Hazard Property, within 60 days after the acquisition thereof (or, if earlier, the date of compliance pursuant to the Bank Facility), comply with the flood insurance requirements set forth in Section 9.2(b) and Section 9.11(d)(vii); (vii) with respect to any such law or contractAdditional Real Properties, comply with the requirements set forth in Section 9.11(d)(vii), and (z) other exceptions consistent if any Additional Real Property that constitutes real property or leasehold interest in real property is a Flood Hazard Property, by March 15 of the year following acquisition, commencing March 15, 2018, comply with the Opco First Lien Notes Documentation Principles; flood insurance requirements set forth in Section 9.2(b) and provided that Section 9.11(d)(vii); (viii) contemporaneously with the pledge delivery of equity interests and other securities will such Collateral Documents required to be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating delivered to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All holders of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of or the Collateral Agent, First Lien Noteholders upon the request of the Required Holders in their reasonable discretion, deliver to the holders of the Notes a signed copy of an opinion of counsel for the Company and the Subsidiary Guarantors reasonably acceptable to the Required Holders, as to the validity and enforceability of the agreements entered into pursuant to this Section 9.10(a) and as to such other related matters as the Required Holders may reasonably request; (ix) within 45 days after acquisition of any Material Acquired Real Properties (or, if earlier, the date of delivery of the following pursuant to the Bank Facility), provide or Trustee cause the applicable Subsidiary Guarantor to provide, to the Collateral Agent and the holders of the Notes a legal description of all such Material Acquired Real Properties, as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be severed or to which As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, together with the name of the record owner of such Material Acquired Real Properties, as applicable, the county in which such Material Acquired Real Properties is located and such other information as may be necessary or desirable to file real property related financing statements or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements; (x) by February 15 of each year, commencing with February 15, 2018, provide, or cause the applicable Subsidiary Guarantor to provide, to the Collateral Agent and the holders of the Notes a legal description of all such Additional Real Properties acquired during the prior year, as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be severed or to which As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, together with the name of the record owner of such Additional Real Properties, as applicable, the county in which such Additional Real Properties is located and such other information as may be necessary or desirable to file real property related financing statements or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements; (xi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Required Holders may reasonably deem necessary or desirable in perfecting and preserving the first priority Liens, subject to Permitted Liens and Permitted Encumbrances, of such mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements as required under the terms of the Note Documents; and (xii) promptly upon request by the Required Holders, (1) correct, and cause each of its Subsidiaries promptly to correct, any material defect or error (as to which both the Company and the Required Holders agree in good faith constitutes a defect or error) that may be discovered in any Note Document or in the execution, acknowledgment, filing or recordation thereof, and (2) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Required Holders may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Note Documents, (B) to the fullest extent permitted to terminate Holdings by applicable law, subject the Company’s and/or a Subsidiary Guarantor’s or any of its subsidiaries Subsidiaries’ properties, assets, rights or affiliates as manager interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the PropCo facilities without Collateral Documents and any of the prior written consent Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Note Document or under any other instrument executed in connection with any Note Document to which the Company or any of PropCo. The relative rights its Subsidiaries is or is to be a party, and priorities in the Collateral for cause each of the Senior Facilities and the First Lien Notes will be its Subsidiaries to do so. (b) The time periods set forth in Section 9.10(a) may be extended upon the First Lien Intercreditor Agreementrequest of the Company, which shall provide that if (i) the indebtedness outstanding under the Senior Facilities Company and the First Lien Notes Subsidiary Guarantors are pari passu diligently pursuing same, in all respects, the sole discretion of the Required Holders and (ii) unless there is a Market Financing, the indebtedness outstanding administrative agent under the Senior Facilities Bank Facility has agreed to such extension. Notwithstanding the foregoing, if the administrative agent under the Bank Facility has agreed in writing to an extension of the time period for any requirement under the Bank Facility that is similar to a requirement in Section 9.10(a), then such extension shall, upon notice to the holders of the Notes, automatically apply to such requirement in Section 9.10(a), without the approval or consent of the Required Holders; provided that such extension shall in no event exceed 60 days after the original period of time specified in Section 9.10(a) for such requirement and provided, further, that such extension shall be deemed to end on the First date of compliance with the corresponding requirement under the Bank Facility. Any documentation delivered pursuant to Section 9.10(a) shall constitute a Note Document hereunder and any such document creating or purporting to create a Lien Notes shall vote together as a single class, including in respect favor of directing the Collateral Agent in respect thereof. The relative rights and priorities in for the Collateral for each benefit of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementSecured Parties shall constitute a Collateral Document hereunder. (c) This Section 9.10 shall not apply to Excluded Assets.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) the indebtedness outstanding under the Senior Facilities Mineral Interests owned by Borrower and the First Lien Notes are pari passu its Domestic Subsidiaries which shall in all respectsevents include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Domestic Subsidiaries on and after the Effective Date, and (ii) unless there one-hundred percent (100%) of the issued and outstanding Equity of each existing and future Subsidiary of Borrower (provided that no pledge shall be required of more than 65% of the Equity owned directly by Borrower or any Domestic Subsidiary in any Foreign Subsidiary and that no Foreign Subsidiary shall be required to pledge any Equity in any other Foreign Subsidiary). On or prior to the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each Bank (A) the Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and its Domestic Subsidiaries required by this Section 5.1(a), (B) Amendments to Mortgages duly executed by Borrower and Administrative Agent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements and UCC-3 assignments and amendments (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and its Subsidiaries required by this Section 5.1(a), (C) a Borrower Pledge Agreement duly executed by Borrower, (D) such UCC-1 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and (E) the certificates, if any, evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower that is required hereby to be pledged, duly endorsed or accompanied by appropriate blank stock powers (as applicable). (b) On or prior to the Effective Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall, and shall cause its Domestic Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(i) preceding with respect to Mineral Interests then held by Borrower and such Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a)(i) preceding. (c) On the date of the creation or acquisition by Borrower of any Subsidiary with assets of $25,000 or more, or on the date of creation or acquisition by any Subsidiary of Borrower of any Indirect Subsidiary with assets of $25,000 or more, Borrower or such Subsidiary of Borrower (as applicable) shall execute and deliver to Administrative Agent a Market FinancingBorrower Pledge Agreement or Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the indebtedness Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of each such Subsidiary, provided that no pledge shall be required of more than 65% of the Equity owned directly by Borrower or any Domestic Subsidiary in any Foreign Subsidiary and that no Foreign Subsidiary shall be required to pledge any Equity in any other Foreign Subsidiary. (d) Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Senior Facilities and Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the First Lien Notes shall vote together as a single class, including in respect of directing Liens granted (or purported to be granted) pursuant to the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLoan Papers.

Security. Subject 4.1.1 In order to secure the limitations set forth below prompt payment and other exceptionsperformance of the Obligations, if any, to be agreed uponas and when due, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited Borrower hereby grants to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First for the benefit of itself and the Lenders, a security interest in and Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in on the Collateral for and all proceeds thereof. 4.1.2 The Borrower will cause the appropriate Person to execute and deliver to the Lenders within ninety (90) days following the request therefor (or such later date as agreed by the Required Lenders) each of the Senior Facilities following documents and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that instruments at its own cost and expense: (i) Mortgages granting a Lien on all Oil and Gas Properties owned by the indebtedness outstanding under the Senior Facilities Borrower and each Guarantor from time to time, and the First Lien Notes Borrower shall pay the reasonable fees and expenses of one (1) legal counsel for the Lenders in each local jurisdiction where such properties are pari passu located in all respects, and connection with such mortgages; and (ii) unless there is a Market Financingwaiver of operator’s Lien in favor of the Lenders from ImPetro Resources, LLC and ImPetro Operating, LLC. 4.1.3 All documents delivered or to be delivered hereunder shall be in form and substance reasonably satisfactory to the indebtedness outstanding under Required Lenders and their counsel. 4.1.4 All Liens to be created by delivery of the Senior Facilities documents referred to in this Section shall be first and prior perfected Liens in favor of the First Lien Notes shall vote together Persons identified therein, subject only to Permitted Liens. 4.1.5 Each Lender hereby appoints T.X. Xxxxxxx & Company, LLC as a single classcollateral agent (the “Collateral Agent”) hereunder to act on its behalf with respect to the creation, including in respect perfection and enforcement of directing all Liens granted to the Lenders on the Collateral and authorizes the Collateral Agent in respect thereofto (i) execute and deliver the Security Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Collateral Agent under such Security Documents and (iii) exercise such powers as are reasonably incidental thereto. The relative rights Collateral Agent, as a non-fiduciary agent for the Borrower, shall maintain a register showing the principal amount (and priorities in the Collateral for each stated interest) of the Senior FacilitiesNotes owing to each Lender from time to time and such register shall, the First Lien Notes absent manifest error, conclusively be presumed to be correct and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementaccurate.

Security. Subject 3.1.1 The Security includes the following, all in form and substance satisfactory to the limitations set forth below Lenders and other exceptions, if any, subject only to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: Permitted Encumbrances: (a) a perfected first-priority $5,000,000,000 trust deed granted by each Restricted Party in favour of the Trustee, secured by a fixed charge over all freehold and leasehold real property and all equipment and a security interest and floating charge over all other Property, together with such other documents as the Lenders may require from time to time to charge Property located outside of British Columbia; (b) debentures issued under each trust deed and pledged in favour of the Agent for the benefit of the Lenders; (c) pledges in favour of the Trustee of all Capital Stock of the Restricted Parties other than NSCL that are owned by the Restricted Parties (including NSCL) from time to time; (d) pledges in favour of the Trustee of all Capital Stock of persons other than Restricted Parties that are owned by the Restricted Parties from time to time; (e) specific assignments by way of security of Material Contracts that have been given by the relevant Restricted Parties in favour of the Trustee before the date of this Agreement; (f) further specific assignments in favour of the Trustee of those Material Contracts that are designated by the Agent from time to time after Permitted Senior Secured Indebtedness has been incurred in an aggregate principal amount of $100,000,000 or more; (g) a general assignment by way of security of all Material Contracts (without any requirement that they be individually listed), to be given in favour of the Trustee by each Restricted Party designated by the Agent from time to time; (h) unconditional guarantees of the Obligations by each of the Restricted Parties, excluding the Borrower, which shall be unlimited except for limits imposed by applicable law. 3.1.2 Notwithstanding the foregoing, but subject to compliance with Sections 7.5.3(d) and 7.5.3(e), the Restricted Parties shall not be required to deliver Security documents in a form customarily used in jurisdictions outside Canada and the United States or arrange registrations of the Security outside Canada and the United States as a condition precedent to the initial Advance under this Agreement, but shall cause such documents to be delivered before the thresholds specified in Sections 7.5.3(d) and 7.5.3(e) are exceeded, together with all opinions and supporting documents that the Agent reasonably requires. For greater certainty, all Restricted Parties shall deliver all other documents contemplated in Section 3.1.1. 3.1.3 Except for the companies listed in Schedule I (other than any Restricted Parties), if at any time NSCL owns, establishes or acquires a Subsidiary that is wholly owned by NSCL, directly or indirectly, NSCL shall immediately cause that Subsidiary to become a Restricted Party, adopt this Agreement by delivering an agreement in the form of Schedule B so as to be bound by all of the terms applicable to Restricted Parties as if it had executed this Agreement as a Restricted Party, and deliver a guarantee and other security documents similar to those delivered by other Restricted Parties, which shall become part of the Security. NSCL shall also deliver or cause the delivery of a pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% Capital Stock of the voting equity interests new Subsidiary as part of the Trustee Security and cause the delivery of such foreign subsidiary)legal opinions and other supporting documents as the Agent may reasonably require. 3.1.4 Notwithstanding the preceding paragraph, a wholly owned Subsidiary not owned at the date of this Agreement shall not be required to become a Restricted Party if: (a) it is established, acquired and/or invested in using solely the proceeds of Capital Stock issued by NSCL or Permitted Unsecured Indebtedness; or (b) it is established, acquired and/or invested in using proceeds of Advances and the aggregate amount of proceeds of Advances used to establish, acquire and/or invest in all such Subsidiaries during any period of 36 consecutive months does not exceed (i) $100,000,000 if any Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness is outstanding or (ii) $250,000,000 if no Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness is outstanding and if no Restricted Party is providing any guarantee (or other financial assistance which may result in an obligation to make disbursements in an aggregate amount exceeding $5,000,000) relating to any obligations of any such Subsidiary; the limits of $100,000,000 and $250,000,000 shall be increased to the extent that the Restricted Parties actually receive cash dividends or other cash returns on their investments in such Subsidiaries during the 36 month period and use the cash dividends or other cash returns to repay the Credits. For greater certainty, if a lien on cashwholly-owned Subsidiary is established, deposit accounts and securities accountsacquired and/or invested in using proceeds of Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets NSCL must immediately comply with Section 3.1.3. 3.1.5 NSCL shall cause a pledge in form satisfactory to the Agent of the Issuer Capital Stock of any wholly owned Subsidiary that does not become a Restricted Party as permitted by Section 3.1.4 to be delivered as part of the Security if the aggregate amount used to establish, acquire and/or invest in all such Subsidiaries during any period of 36 consecutive months exceeds $100,000,000. The limit of $100,000,000 shall be increased to the extent that the Restricted Parties actually receive cash dividends or other cash returns on their investments in such Subsidiaries during the 36 month period and each First Lien Note Guarantor use the cash dividends or other cash returns to repay the Credits. If the shareholder of any such Subsidiary is itself not a Restricted Party, the pledge shall be without recourse to the other Property of the shareholder. 3.1.6 If at any time any Restricted Party owns or obtains an interest in a person that is not a wholly owned Subsidiary, other than Xxxxxx River Energy Inc. or Xxxxxx River Energy LP, NSCL shall cause that interest to immediately be pledged as part of the Trustee Security and cause the delivery of such legal opinions and other supporting documents as the Agent may reasonably require. 3.1.7 If at any time all of the Capital Stock of a Restricted Party other than the Borrower or NSCL is sold in accordance with the terms of this Agreement, other than to another Restricted Party, then if no Event of Default or Pending Event of Default has occurred and is continuing, the Restricted Party of which the Capital Stock has been sold and any wholly-owned Subsidiary thereof that is a Restricted Party shall, on request by NSCL, cease to be a Restricted Party and the Agent shall deliver or direct the Trustee to deliver such releases of the Security, including guarantees, as may reasonably be required to release the obligations of those Restricted Parties. The Agent shall also discharge any Security (includingor direct the Trustee to do so) to the extent necessary to allow any Restricted Party to complete any sale or other disposition of Property permitted by this Agreement. 3.1.8 Before incurring Permitted Senior Secured Indebtedness in an aggregate principal amount of $100,000,000 during the term of this Agreement, NSCL shall prepare and submit to the Agent for its approval (acting reasonably, after consultation with counsel, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real propertywithout any requirement to seek approval of the Majority Lenders) except for (v) real property a list of all of the then-existing Material Contracts. The list shall be in a form similar to the lists prepared in connection with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets the credit agreement dated as of 14 August 2001 to which NSCL, the Issuer Agent and Collateral Agent shall reasonably determine others were parties, it being acknowledged that NSCL has stated it considers certain Contracts on those lists would not, in fact, qualify as Material Contracts and that the costs or other consequences of obtaining such a security interest are excessive in relation to the value contents of the security existing lists shall not be determinative of the content of the new list. Without limitation, the list shall be separated into Part A, being the most important Material Contracts, which are referred to in this Agreement as "SPECIAL MATERIAL CONTRACTS" and Part B, being the remainder. The separation shall be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as done on a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions basis consistent with the Opco First Lien Notes Documentation Principles; and provided that separation of Material Contracts in the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent lists prepared in connection with the Opco First Lien Notes Documentation Principlescredit agreement dated as of 14 August 2001. The indenture for Before incurring Permitted Senior Secured Indebtedness in an aggregate principal amount of $100,000,000 during the First Lien Notes will provide that none term of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor this Agreement, which NSCL shall provide that also (i) deliver specific assignments in favour of the indebtedness outstanding under Trustee of those Material Contracts that are designated by the Senior Facilities and the First Lien Notes are pari passu in all respectsAgent which have not already been specifically assigned, and (ii) unless there is a Market Financing, the indebtedness outstanding under the obtain agreements from other parties to Special Material Contracts that have been specifically assigned if agreements from those parties have not already been obtained and (iii) diligently and in good faith use all commercially reasonable efforts (both before and after incurring Permitted Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementSecured Indebtedness) to obtain agreements from other parties to other Material Contracts that have been specifically assigned if agreements from those parties have not already been obtained.

Security. Subject As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Administrative Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted hereunder. Without limiting the owned material assets of the Issuer and each First Lien Note Guarantorforegoing, in each case whether owned on the Closing Date or thereafter acquired the Borrower shall deliver, and shall cause each Guarantor (collectivelyother than, solely with respect to the “Collateral”)Security Agreement, including but not limited to: Mid-State Homes and Xxxxxx Mortgage Company) to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or if such party has rights in any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that Pledged Interests (i) the indebtedness outstanding under Pledge Agreement which shall pledge all of the Senior Facilities and Pledged Interests held by such party to the First Lien Notes are pari passu in all respectsAdministrative Agent for the benefit of the Secured Parties, and (ii) unless there is a Market Financingif such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents indorsed in blank pertaining thereto, (b) the indebtedness outstanding under Security Agreement, which shall pledge to the Senior Facilities Administrative Agent for the benefit of the Secured Parties certain personal property of the Borrower and the First Guarantors more particularly described therein, (c) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien Notes in favor of the Secured Parties on the Pledged Interests and all other Collateral, and shall vote together take such further action and deliver or cause to be delivered such further documents as a single class, including in respect of directing required by the Collateral Security Instruments or otherwise as the Administrative Agent in respect thereofmay request to effect the transactions contemplated by this Article III. The relative rights Borrower shall also, and priorities in shall cause each Guarantor, to pledge to the Collateral Administrative Agent for each the benefit of the Senior FacilitiesSecured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests acquired or created after the Closing Date and held by such party, or otherwise acquired by such party and not theretofore pledged to the First Lien Notes Administrative Agent for the benefit of the Secured Parties, and to deliver to the Second Lien Notes will be set forth Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the First Lien/Second Lien Intercreditor Agreementterms of Section 7.12 and of the Security Instruments.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) In order to secure the Indenture Obligations equally and ratably with the Existing Credit Facility Obligations and, with respect to certain of the Collateral, the Existing ARCO Chemical Debt, the Company will, and will cause each of its Restricted Subsidiaries named in any Existing Security Document as a perfected first-priority pledge of party thereto, to execute and deliver to the Collateral Agent prior to the Issue Date each Existing Security Document to which it is a party. The Company and its Restricted Subsidiaries shall comply with all covenants and agreements contained in the equity interests directly held Security Documents the failure to comply with which would have a material and adverse effect on the Liens purported to be created thereby, unless such failure to comply is waived by the Issuer or any First Lien Note Guarantor (which pledgerequisite lenders under the Existing Credit Facility if, after that waiver, the Company is in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), compliance with Section 4.12. (b) a lien The Trustee and each holder of each Note by its acceptance of that Note acknowledges and agrees that: (i) this Indenture, as originally executed and delivered by the parties hereto, does not create any Lien on cashany property or securities which secures the Indenture Obligations or this Indenture; (ii) the Existing Security Documents, deposit accounts when executed and securities accountsdelivered by the parties thereto, will comply with the provisions of Section 4.12; (iii) the Existing Security Documents provide, and (c) perfected first-priority any Security Document that becomes effective after the Issue Date, may provide, that the Liens created thereby or thereunder automatically will be released and extinguished with respect to any property or security interests in, and mortgages on, substantially all owned tangible and intangible assets that is transferred or otherwise disposed of in accordance with the terms of the Issuer Existing Credit Facility, including any property or security that is the subject of a Major Asset Sale and each First Lien Note Guarantor is transferred to a Subject Asset Transferee; (includingiv) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, but not limited tothe Company and the Collateral Agent may amend, accounts receivablemodify, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for supplement or terminate any Security Document as long as the Company remains in compliance with Section 4.12; (v) real property with a fair market value less than $15.0 million as among the Trustee and leaseholds, (w) vehicles, (x) those assets as to which the Issuer holders of Indenture Obligations and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to lenders under the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws Existing Credit Facility and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders those lenders and the Collateral Agent will have the sole ability to control and obtain remedies with respect to all Collateral (including on sale or liquidation of any Collateral after acceleration of the Notes, the Existing Credit Facility Obligations or the Existing ARCO Chemical Debt) without the necessity of any consent of or notice to the Trustee or any such holder; (vi) any or all Liens granted under the Security Documents for the benefit of the Holders will be permitted automatically released, without the necessity of any consent of the Trustee or any Holders, upon a release of such Lien or Liens pursuant to terminate Holdings the terms of the Security Documents and the Existing Credit Facility or if such release is approved by the requisite lenders under the Existing Credit Facility. (vii) the relative rights of the holders of Indenture Obligations and the holders of Indebtedness or other obligations secured by Liens on the Collateral are governed by, and are subject to the terms and conditions of, the Security Documents and not this Indenture; and (viii) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, the Company may, on behalf of itself or any of its subsidiaries or affiliates as manager Restricted Subsidiaries, request and instruct the Collateral Agent to, on behalf of each secured party under the Security Documents, (A) execute and deliver to the Company, for the benefit of any Person, such release documents as the Company may reasonably request, of the PropCo facilities without the prior written consent of PropCo. The relative rights all liens and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing security interests held by the Collateral Agent in respect thereof. The relative rights such assets, and priorities such Person shall be entitled to rely conclusively on such release document, and (B) deliver any such assets in the Collateral for each possession of the Senior Facilities, Collateral Agent to the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCompany.

Security. Subject a) The Company shall ensure that the Security Ratio at all times is equal to or higher than one hundred and ten per cent. (110.00%), and if the limitations set forth Security Ratio falls below and other exceptions, if any, to be agreed uponthe said threshold, the First Lien Notes Company shall promptly and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired no later than within ten (collectively, the “Collateral”), including but not limited to: (a10) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide days ensure that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and additional Revolving Loan Security is provided or (ii) unless there is a Market Financingadditional amounts are deposited on the Deposit Account, so that the indebtedness outstanding Security Ratio will be equal to or higher than one hundred and ten per cent. (110%) following delivery of such additional Revolving Loan Security or deposit. b) To the extent required to ensure compliance with the requirements as to Security Ratio in paragraph a) above, all the obligations and liabilities of the Company under the Senior Facilities and the First Lien Notes shall vote together as a single class, including Finance Documents in respect of directing Revolving Loans shall at all times until all amounts due to the Collateral Finance Parties under the Finance Documents have been paid and/or repaid in full be secured by: (i) Bank Guaranteed Loans; (ii) GIEK/Bank Guaranteed Loans; (iii) GIEK Guaranteed Loans; (iv) Municipality Loans; (v) any amount deposited on the Deposit Account; and (vi) to the extent accepted by Agent in respect thereof. The relative rights and priorities in from time to time (acting on the Collateral for each instructions of the Senior FacilitiesLenders), Savings Banks Loans. c) Subject to and in accordance with the Agreed Security Documents, the First Lien Notes Company shall promptly do all such acts and execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Second Lien Notes will Agent may reasonably specify (and in such form as the Agent may reasonably require): (i) to perfect the Security created or intended to be set forth in created under or evidenced by the First Lien/Second Lien Intercreditor AgreementSecurity Documents or for the exercise of any rights, powers and remedies of the Agent provided by or pursuant to the Finance Documents or by law; and (ii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security. d) The Company shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Agent pursuant to the Finance Documents.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the first and prior Liens (subject only to Permitted Encumbrances and Immaterial Title Deficiencies) covering and encumbering (i) Mineral Interests owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100Loan Parties constituting not less than 80% of the non-voting equity interests (if any) and 65% Recognized Value of all of the voting equity interests Loan Parties’ Proved Mineral Interests (provided that any Loan Document or Mortgage that secures a maximum principal sum less than the Recognized Value of such foreign subsidiary)the Proved Mineral Interests shall be deemed to cover and encumber a Recognized Value equal to the maximum principal sum secured) included in the then-current Borrowing Base, (bii) a lien on cash, deposit accounts and securities accounts, the Xxxxxxx Midstream Gathering System and (ciii) perfected first-priority security interests inall other Collateral owned by the Loan Parties, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited towithout limitation, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property the issued and real property) except for (v) real property with a fair market value less than $15.0 million outstanding Equity Interests directly owned by the Borrower or any other Loan Party in each existing and leaseholds, (w) vehicles, future (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value Domestic Subsidiary of the security to be afforded therebyBorrower or any other Loan Party, (y) assets to which Foreign Subsidiary of the granting Borrower or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, other Loan Party and (z) other exceptions consistent with the Opco First Lien Notes Documentation PrinciplesCFC Holding Company; and provided that no more than 66% of the pledge Voting Securities of equity interests a First-Tier Foreign Subsidiary that is a CFC or that is a disregarded entity that owns no material assets other than stock of a CFC and other securities will be subject to customary Rule 3-16 cut-back provisions. There no more than 66% of the Voting Securities of a CFC Holding Company shall be neither lockbox arrangements nor any control agreements relating required to the Issuer’s be pledged and its subsidiaries’ bank accounts or securities accounts. All no Equity Interests of the abovea Foreign Subsidiary that is not a First-described pledges, security interests and mortgages Tier Foreign Subsidiary shall be created on terms, and pursuant required to documentation, consistent with be pledged; provided further that the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none requirements of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that clauses (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there shall not be required to be complied with until the earlier of (x) the date that the second item set forth on Schedule 6.20 have been satisfied and (y) the date that is a Market Financing60 days after the Closing Date. The Borrower hereby consents and authorizes Administrative Agent, and its agents, to file any and all necessary financing statements under the Uniform Commercial Code (as in effect in each applicable jurisdiction from time to time), assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Documents. (b) On or before each Redetermination Date, and at such other times as the Administrative Agent or the Majority Lenders shall reasonably request, the indebtedness outstanding under Borrower shall, and shall cause each other Loan Party that owns Borrowing Base Properties to, deliver to the Senior Facilities Administrative Agent, for the ratable benefit of each Secured Party, Mortgages duly executed by such Loan Party, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Administrative Agent or the Required Lenders, including, without limitation, UCC financing statements and/or amendments to financing statements as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 6.14(a) with respect to Mineral Interests then held by such Loan Party which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 6.14(a). (c) Promptly upon (and in any event within fifteen (15) Business Days after) the creation or acquisition by the Borrower of any Subsidiary required to become a Guarantor, such Subsidiary and the First Lien Notes Borrower or the applicable Loan Party (as applicable) shall vote execute and deliver to the Administrative Agent supplements to the Security Documents pursuant to which (x) such Subsidiary shall grant to Administrative Agent a security interest in all Collateral owned by such Subsidiary and (y) the Equity Interests owned by the Borrower or other Loan Party in such Loan Party shall be pledged to the Administrative Agent (to the extent no material adverse tax consequences would result therefrom), together with (i) to the extent such Equity Interests are certificated, all certificates (or other evidence acceptable to the Administrative Agent) evidencing such Equity Interests, which shall be duly endorsed or accompanied by stock powers executed in blank (as a single classapplicable), including in respect of directing and/or (ii) such UCC financing statements and/or amendments to financing statements as the Collateral Administrative Agent in respect thereof. The relative rights shall deem necessary or appropriate to grant, evidence and priorities in perfect the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLiens required by Section 6.14(a).

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest first and prior Liens covering and encumbering (i) the Mineral Interests owned by Borrower and its Restricted Subsidiaries specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries on and after the Closing Date, (ii) one hundred percent (100%) of the issued and outstanding Equity of each existing and future Subsidiary (other than Subsidiaries of any Unrestricted Subsidiary) of Borrower, and (iii) substantially all of the owned other material assets of the Issuer Credit Parties, except that Permitted Encumbrances may exist and a Lien over the Equity in Medallion need not be granted to secure the Obligations. On or before the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each First Lien Note GuarantorBank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing statements and UCC-3 financing statement amendments (each case whether owned duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the Credit Parties required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before the Effective Date and on or before each Determination Date after the Closing Date and at such other times as Administrative Agent or thereafter acquired Required Banks shall request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (collectivelyas applicable) together with such other assignments, the “Collateral”)conveyances, amendments, agreements and other writings, including but not limited to: UCC-1 financing statements (aeach duly authorized and, as applicable, executed) a perfected first-priority pledge of all as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the equity interests directly Liens required by Section 5.1(a)(i) above with respect to Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the Issuer or any First Lien Note Guarantor (which pledgesubject of existing first and prior, in perfected Liens securing the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiaryObligations as required by Section 5.1(a)(i), (b) a lien on cash, deposit accounts and securities accounts, and . (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive Notwithstanding any provision in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without Loan Papers to the prior written consent of PropCo. The relative rights and priorities contrary, in no event is any Building (as defined in the Collateral for each applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Borrowing Base Properties and no Building or Manufactured (Mobile) Home shall be encumbered by any of the Senior Facilities Mortgages, the Security Agreement, the Facility Guaranty or any other Loan Paper; provided, that (i)the applicable Credit Party’s interests in all lands and the First Lien Notes will Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be set forth included in the First Lien Intercreditor Agreement, which shall provide that (i) Borrowing Base Properties and collateral and may be encumbered by the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, Mortgages or other Loan Papers and (iiii)the Credit Parties shall not permit to exist any Lien on any Building or Manufactured (Mobile) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementHome except Permitted Encumbrances.

Security. Subject The Security, in form and substance satisfactory to the limitations set forth below and other exceptionsEximbank, if anyshall have been duly created, perfected and, where appropriate, registered, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by create a first-first priority security interest and charge over the Collateral in substantially all existence at the owned material assets of date hereof. Without limitation to the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectivelypreceding sentence, the “Collateral”)Borrower shall have duly authorized, including but not limited to: executed and delivered or, as the case may be, provided: (ai) a perfected first-priority pledge acknowledgment copies of all proper financing statements or other instruments duly filed under the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgeApplicable Law of each jurisdiction as may be necessary or, in the case reasonable opinion of any foreign subsidiaryEximbank, desirable to perfect the charges and security interests purported to be created by the Security Documents; (ii) certified copies of requests, for information or copies, or equivalent reports, listing the financing statements and instruments referred to in clause (i) above and all other effective financing statements that name the Borrower as debtor and that are filed in the jurisdictions referred to in said clause (i), together with copies of such other financing statements and instruments (none of which shall be limited cover the Collateral except to 100% the extent evidencing Lender Credit Permitted Liens); (iii) evidence of the non-voting equity interests (if any) completion of all other recordings and 65% filings of, or with respect to, the Security Documents as may be necessary or, in the reasonable opinion of Eximbank, desirable to perfect the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests inpurported to be created by the Security Documents; (iv) evidence that all other actions necessary or, in the reasonable opinion of Eximbank, desirable to perfect and mortgages on, substantially all owned tangible and intangible assets of protect the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for security interests purported to be created by the Security Documents have been taken; (v) real property with the Borrower shall have established the Blocked Account; and (vi) the Required Funding Amount shall have been fully funded either through a fair market value less than $15.0 million and leaseholds, (wcash deposit pursuant to Section 2(j)(i) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security Funding Agreement and/or a Required Letter of Credit pursuant to be afforded thereby, (ySection 2(k)(i) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Funding Agreement.

Security. (a) The Issuer and each Guarantor have granted First-Priority Liens (subject to Section 4.08 hereof) on their respective Collateral to the Collateral Trustee pursuant to the Security Documents, which shall be general and continuing Collateral security for the payment and performance of their respective Indenture Obligations (including for certainty their respective obligations under the Noteholder Collateral Bond and Noteholder Collateral Platform Guarantees). Subject to the limitations set forth below Intercreditor Agreement, the Col- lateral Trustee will hold (directly or through co-agents or sub-agents), and other exceptionswill be entitled to enforce, all Liens on the Collateral created by the Security Documents. Except as provided in the Intercreditor Agreement, the Collateral Trustee will not act upon directions purported to be delivered to it by any Per- son, commence any exercise of remedies or any foreclosure actions, or otherwise take any actions or pro- ceedings against any of the Collateral. (b) For greater certainty, each Subsidiary that becomes a Guarantor on or after the Issue Date will also become a party to the applicable Security Documents and will, as promptly as practicable, exe- cute and/or deliver such Security Documents, financing statements, certificates, and opinions of counsel as may be necessary to provide to the Collateral Trustee a perfected First-Priority Lien (subject to Liens permitted under Section 4.08) in all of its Property that constitutes Collateral to secure its Noteholder Col- lateral Platform Guarantee and as may be necessary to have such Property added to the Collateral as re- quired under the Noteholder Collateral Platform and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect. (c) Pursuant to the Security Documents, the Issuer and the Guarantors are required to perfect the security referred to in Section 11.01(a) in all jurisdictions in which the Issuer or the Guarantors, as applicable, have material assets or a principal place of business. Security interests in personal or movable property constituting Collateral will be perfected by the filing of financing statements (or their equivalent) under personal property security legislation (including the Civil Code of Quebec, if any, applicable) applicable to be agreed upon, the First Lien Notes and the First Lien Note Guarantees such personal or movable property. Liens on Collateral consisting of real or immovable property will be secured taken by way of a first-priority security interest fixed charge or immovable hypothec, as applicable, in substantially all the owned material assets or leased real or immovable property of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementGuarantors only.

Security. Subject The Security to be provided to the limitations Lender for the granting of the Credit Facility will consist of the following, all of which documents shall be in form and substance satisfactory to the Lender: (a) unlimited guarantee of Cake Marketing UK Ltd.; (b) pledge and security agreement executed by the Borrower in favour of the Lender granting a second ranking security interest over all of the present and after acquired real and personal Property of the Borrower including, without limitation, and as supplemented by a patent security agreement and a trademark security agreement, all Intellectual Property Collateral subject only to Permitted Encumbrances in favour of SaaS in respect of Permitted SaaS Debt; (c) upon request made by the Lender at any time, unlimited guarantees executed by each Subsidiary which exceeds any one or more of the limits set forth below and other exceptionsout in Section 8.3(t), if any, to be agreed upon, guaranteeing the First Lien Notes due payment and performance of the First Lien Note Guarantees will be Obligations secured by a first-priority general security interest agreements or debentures or the equivalent thereof under Applicable Laws executed by each such Subsidiary, if any, in substantially all the owned material assets favour of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such Lender granting a security interest are excessive over all the present and after acquired real and personal Property of such Loan Party including, without limitation, all Intellectual Property Collateral, subject only to Permitted Encumbrances; (d) securities pledge agreement granted by the Borrower in relation to the value favour of the security to be afforded thereby, (y) assets to which the Lender granting or perfecting such a second ranking security interest would violate over all present and after acquired Shares of each Subsidiary of the Borrower, now or hereafter existing which exceeds any applicable law one or more of the limits set out in Section 8.3(t), subject only to Permitted Encumbrances; (e) if requested by the Lender at any time, subordination and postponement agreements in respect of any shareholder or other Related Party loans; (f) the SaaS Intercreditor Agreement; (g) subordination and postponement agreement in respect of indebtedness of the Borrower to Xxxx XxXxxxxx; and (h) if requested by the Lender at any time, such other security (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests agreements and mortgages shall debentures) as may be created on terms, provided by the Borrower and pursuant its Subsidiaries to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.SaaS.

Security. Subject to (a) The obligations of the limitations set forth below and other exceptionsIssuers under the Securities, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by pledges of the capital stock of NSM Steel (Delaware), Inc. (b) The obligations of the Company under its Guaranty will be secured equally and ratably by (i) a firstfirst mortgage over the land and buildings comprising the Mill (except for the Co-priority Gen Facility); (ii) a security interest in substantially all amounts in the owned material assets Notes DSR Account and Offshore Reserve Account; (iii) a security interest in all machinery and movable property located at the Mill; (iv) an assignment of all insurance and reinsurance policies maintained by the Company on the Mill (except for the Co-Gen Facility); (v) an assignment of the Issuer Company's rights and each First Lien Note Guarantor, in each case whether owned on benefits under the Closing Date or thereafter acquired Project Documents; (collectivelyvi) a conditional assignment and general pledge of the Revenue Account, the “Collateral”), including but not limited to: Notes Sinking Fund Account and the Operating Account; (avii) a perfected first-priority pledge of certain Permitted Investments; (viii) a pledge of all issued and outstanding shares of NSM Steel Company, Ltd.; and (ix) an assignment of Performance Bonds (all such collateral security, the equity interests directly held "Collateral"). The Collateral (other than the Collateral described in clauses (ii) and (viii) above) will also secure, on an equal and ratable basis, certain existing Indebtedness under the Bank Credit Facility. In addition, all Collateral will secure, on a second priority basis, the obligations of the Company in respect of the Debenture Guaranty. (c) To secure the due and punctual payment of the obligations of the Issuers and the Company under the Indenture, the Securities and the Guaranty, the Issuers and the Company have entered into the Security Documents. The Issuers and the Trustee hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and other beneficiaries pursuant to the terms of the Security Sharing Agreement. Each Holder, by the Issuer accepting or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiaryholding a Security, shall be limited deemed to 100% have agreed to all the terms and provisions of the non-voting equity interests Security Sharing Agreement. (if anyd) and 65% Each Holder, by accepting a Security, shall be deemed to have authorized the Trustee to act as the representative of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets Holders for the purposes of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property Security Sharing Agreement in connection with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs any communications or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and dealings with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in shall not be required to accept communications from any party other than the Trustee, with respect thereof. The relative rights and priorities in the Collateral for each to any request, instruction, direction, approval, consent, agreement or other instruction of the Senior Facilities, Holders under the First Lien Notes and Indenture or the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Security Sharing Agreement.

Security. Subject to the limitations set forth below (a) Upon execution and other exceptions, if any, to be agreed upondelivery, the First Lien Notes mortgages, deeds of trust or deeds to secure debt (each, a “Mortgage” and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “CollateralMortgages”) will be effective to grant a legal, valid and enforceable mortgage lien or security title on all of the mortgagor’s right, title and interest in the real property included in the Collateral (each, a “Mortgaged Property” and, collectively, the “Mortgaged Properties”). When the Mortgages are duly recorded in the 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 provincial law, applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second priority lien or security title and security interest in the related Mortgaged Property for the benefit of the Administrative Agent, subject only to the encumbrances and exceptions to title expressly permitted in the Mortgages (including those liens under the North American ABL Facility and the other liens expressly permitted to be incurred or exist on the Collateral pursuant to this Agreement) or expressly set forth as an exception to the policies of title insurance obtained to insure the lien of each Mortgage with respect to each of the Mortgaged Properties (such encumbrances and exceptions, the “Permitted Exceptions”), including but not limited to: (a) a perfected first-priority pledge of all and to the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), Enforceability Exceptions. (b) Upon filing of financing statements (or equivalent filings) or Mortgages, as applicable, with respect to the Collateral described in the Security Agreements and the equipment and fixtures described in the Mortgages (the “Personal Property Collateral”) and the due execution and delivery of the Intercreditor Agreement, the security interests granted thereby that can be perfected by the filing of a lien on cashfinancing statement (or equivalent filings) or Mortgage, deposit accounts as applicable, will constitute valid, perfected liens and securities accountssecurity interests in the Personal Property Collateral, for the benefit of the Administrative Agent, enforceable in accordance with the terms contained therein against all creditors of any grantor or mortgagor, subject to the Enforceability Exceptions, and subject only to liens expressly permitted to be incurred or exist on the Personal Property Collateral under this Agreement. (c) perfected first-priority Upon execution and delivery, the Security Agreements will be effective to grant a legal, valid and enforceable security interests in, and mortgages on, substantially interest in all owned tangible and intangible assets of the Issuer grantor’s right, title and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each (other than the Mortgaged Properties and property excluded from the Collateral pursuant to the terms of the Senior Facilities Security Agreements as described in the Preliminary Offering Memorandum). (d) The Borrower and the First Lien Notes Guarantors will be set forth collectively own, have rights in or have the power and authority to collaterally assign rights in the First Lien Intercreditor AgreementCollateral, which shall provide that (i) free and clear of any liens other than the indebtedness outstanding under Permitted Exceptions and as may be limited by the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementEnforceability Exceptions.

Security. Subject The Borrower agrees that at all times before the termination of this Agreement, payment in full of the Obligations (other than reimbursement and indemnity obligations which survive for which the Borrower has not received a notice of claim and with respect to any Letter of Credit Obligations, such obligations that have been cash collateralized on terms and in amounts reasonably acceptable to the limitations applicable Issuing Lenders or other arrangements have been made that are satisfactory to the applicable Issuing Lenders), and termination in full of the Revolving Commitments, the Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral, as required below, subject to any permitted releases pursuant to the terms of this Agreement or the Security Documents and to the grace periods set forth in Section 5.8 below and other exceptions, if anySchedule 5.8 with respect to newly created or acquired Subsidiaries or Unrestricted Subsidiaries designated as Restricted Subsidiaries, to be agreed upon, secure the First Lien Notes performance and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets payment of the Issuer Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”)Restricted Subsidiary to take such actions, including but not limited toexecution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (a) all Equity Interests issued by any Subsidiary (other than a perfected first-priority pledge of all the equity interests directly Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Issuer or Borrower; (b) 66% of the outstanding Voting Securities issued by any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to Tier Foreign Subsidiary and 100% of the outstanding non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, Voting Securities issued by any First Tier Foreign Subsidiary; and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets other Properties of the Issuer and each First Lien Note Guarantor (includingCredit Parties other than Excluded Properties. For the avoidance of doubt, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholdsnotwithstanding the preceding provisions of this Section 5.7 or any other provisions of the Credit Documents, (wi) vehiclesneither the Borrower nor any Domestic Subsidiary shall be required to grant any security interest in more than 66% of the Voting Securities issued by any First Tier Foreign Subsidiary, (xii) those assets as neither the Borrower nor any Subsidiary shall be required to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a grant any security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate Equity Interests in any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as Foreign Subsidiary that is not a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contractFirst Tier Foreign Subsidiary, and (ziii) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There no Foreign Subsidiary or Unrestricted Subsidiary shall be neither lockbox arrangements nor any control agreements relating required to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or grant an Acceptable Security Interest in any of its subsidiaries Properties or affiliates as manager otherwise be bound by the requirements of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementthis Section 5.7.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) the indebtedness outstanding under the Senior Facilities Mineral Interests owned by Borrower and the First Lien Notes are pari passu its Domestic Subsidiaries which shall in all respectsevents include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Domestic Subsidiaries on and after the Effective Date, and (ii) unless there one-hundred percent (100%) of the issued and outstanding Equity of each existing and future Domestic Subsidiary of Borrower. On or prior to the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each Bank (A) the Mortgages in form and substance acceptable to Administrative Agent and duly executed by the Credit Parties (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and its Domestic Subsidiaries required by this Section 5.1(a), (B) a Borrower Pledge Agreement duly executed by Borrower, (C) such UCC-1 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and (D) the certificates, if any, evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower that is required hereby to be pledged, duly endorsed or accompanied by appropriate blank stock powers (as applicable). (b) On or prior to the Effective Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall, and shall cause its Domestic Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(i) preceding with respect to Mineral Interests then held by Borrower and such Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a)(i) preceding. (c) On the date of the creation or acquisition by Borrower of any Domestic Subsidiary with assets of $25,000 or more, or on the date of creation or acquisition by any Domestic Subsidiary of Borrower of any Indirect Domestic Subsidiary with assets of $25,000 or more, Borrower or such Subsidiary of Borrower (as applicable) shall execute and deliver to Administrative Agent a Market FinancingBorrower Pledge Agreement or Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the indebtedness Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of each such Domestic Subsidiary. (d) Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Senior Facilities and Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the First Lien Notes shall vote together as a single class, including in respect of directing Liens granted (or purported to be granted) pursuant to the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLoan Papers.

Security. Subject Section 1001 Pledge Agreement. ---------------- Pursuant to the limitations set forth below Pledge Agreement, the Company will assign and grant to the Trustee a first Lien upon the Senior Collateral and a subordinate and junior Lien upon the assets in the Security Pool. Each Holder, by accepting a Security, (i) agrees to all of the terms and provisions of the Pledge Agreement and the Original Series Debenture Pledge Agreement (including those relating to the addition of additional secured parties to the extent permitted under Section 1109 of the Original Series Debentures Indenture, and the release of assets from, or addition of assets to, the Security Pool in accordance with Section 1005 or 1207 thereof) and the Intercreditor Agreement, as any of the foregoing agreements may be in effect or may be amended from time to time in accordance with their respective terms, (ii) acknowledges that the Lien of the Pledge Agreement on assets in the Security Pool is subject and junior in priority to (A) any Lien which currently exists on assets in the Security Pool (including the Lien in favor of the Original Series Debentures), and (B) any Lien on assets in the Security Pool which may hereafter be granted or created as permitted by Section 1109 of the Original Series Debentures Indenture, to the extent the terms of such Lien which is hereafter granted or created in accordance with Section 1109 of the Original Series Debentures Indenture expressly provides that such Lien ranks senior to the Lien of the Pledge Agreement, and (iii) authorizes the Trustee to appoint as its collateral agent any other exceptionsPerson that has a Lien on assets in the Security Pool, to the extent that such Lien is permitted under this Indenture and the Pledge Agreement, and to deliver possession of any assets in the Security Pool to any such Person to hold in accordance with the terms of an Intercreditor Agreement reasonably satisfactory to the Trustee. The due and punctual payment of the principal of, premium, if any, and interest on the Securities when and as the same shall be due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, and payment and performance of the Company of all other obligations to be agreed upon, the First Lien Notes Holders or the Trustee under this Indenture and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all Securities, according to the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date terms hereunder or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiarythereunder, shall be limited to 100% secured as provided in the Pledge Agreement. The Company will make a subordinate assignment and pledge of the non-voting equity interests (if any) its right, title and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts interest in and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of assets comprising the security Security Pool to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws Trustee as required by and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent accordance with the Opco First Lien Notes Documentation Principles; Pledge Agreement. The Company will also make a first and provided that the prior assignment and pledge of equity interests its right, title and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating interest in and to the Issuer’s Senior Collateral to the Trustee as required by and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent in accordance with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Pledge Agreement.

Security. Subject Do, observe and perform or cause to be done, observed and performed all of its obligations and all matters and things necessary or expedient and which may be legally done, observed and performed by each Guarantor and each Subsidiary for the purpose of perfecting, setting-up, rendering opposable, creating or maintaining its rights and interest in all collateral in which such Person has granted Liens in favor of the Agent. Each Guarantor and each Subsidiary shall promptly execute and deliver to the limitations set forth below Agent such additional or complementary security documents, or such confirmations or such notices or documents containing such further description of properties charged or intended to be charged by the Security Documents as may in the reasonable opinion of the Agent be necessary or advisable to create and other exceptionsmaintain its rights in all such collateral. Without limiting the generality of the foregoing, if anyupon exercise of the Aemetis Option, the Parent, as holder of Capital Stock of the Borrower pursuant to the Aemetis Option, shall take such actions relating thereto that are requested by the Agent pursuant to this clause 1(e) to effectuate the terms and provisions of the Pledge Agreement. Each Guarantor shall cause to be promptly made all registrations, publications and filings (including any renewals thereof) and to be delivered all opinions, necessary, in the reasonable opinion of the Agent, to render the Security Documents, and the Liens made in favor of the Agent, to be agreed upon, fully effective as security. The Guarantors shall promptly notify the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets Agent of the Issuer and each First Lien Note Guarantorestablishment of any deposit account, in each case whether owned on the Closing Date securities account or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held other bank account by the Issuer such Guarantor or any First Lien Note Guarantor (which pledgeSubsidiary and, in at the case of any foreign subsidiary, shall be limited to 100% request of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)Agent, (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering enter into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to with respect thereto as may be requested by the Issuer’s and its subsidiaries’ bank accounts or securities accountsAgent. All The Guarantors shall notify the Agent of the above-described pledgesacquisition by such Guarantor or any Subsidiary of any material assets, security the formation or acquisition of any new Subsidiaries of such Person and the acquisition of any interests and mortgages shall be created on termsin any real property, and shall take such actions relating thereto that are requested by the Agent pursuant to documentationthis clause 1(e), consistent with including, without limitation, causing any such new Subsidiary to become a Guarantor and/or causing any such assets to become subject to a Lien securing the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementNote Indebtedness.

Security. Subject (1) In each case subject to Permitted Exceptions, by the applicable dates specified below (except as provided by the last paragraph of Section 4.01), the Borrower shall provide or cause to be provided by the Domestic Guarantors and the Foreign Guarantors, as the case may be, to the limitations set forth below Administrative Agent, for and on behalf of the Lenders, as continuing collateral security for the present and future indebtedness and liability of the Borrower, the obligations of the Domestic Guarantors under the Domestic Guarantee and the obligations of the Foreign Guarantors under the Foreign Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “Security”), in form and substance satisfactory to the Administrative Agent, acting reasonably, together with any relevant reasonably required power of attorney, registrations, filings and other exceptionssupporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) in the case of each Domestic Guarantor, if anya Domestic Guarantee dated as of the Closing Date; (b) in the case of each Foreign Guarantor, a Foreign Guarantee dated as of no later than 60 days after the Closing Date; (c) other than with respect to be agreed upon, the First Lien Notes any Loan Party located outside of Canada and the First Lien Note Guarantees will be secured by United States, general security agreements (which, for greater certainty, shall not include a first-priority hypothec with respect to moveable property located in the Province of Québec) dated as of the Closing Date constituting a security interest in substantially all the owned material personal property (or moveable property, as applicable) and assets of the Issuer Loan Parties (including all contract rights, inventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which security interest shall be of first priority, subject, if and to the extent applicable, to any Permitted Encumbrances (each First Lien Note Guarantorbeing a “Security Agreement”), and subject to the grace periods specified in each case whether owned on Security Agreement and in connection with deposit accounts, Section 6.01(15)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; (d) (i) within 60 days following (x) the Closing Date (other than with respect to the real property located at 000 Xxxxx Xxxxx Drive, Waterloo, Ontario) or thereafter acquired (collectivelyy) the acquisition of any Material Owned Real Property or (ii) in the case of the real property located at 0000 Xxxx 000xx Xxxxxx, Xxxxx Xxxx, Xxxx by no later than 12 months following the Closing Date (if a Loan Party owns such real property), debentures, mortgages, deeds of trust or deeds to secure debt (or immoveable hypothec, as applicable) constituting a charge on such real property (or immoveable property, as applicable) of the Loan Parties (as determined by the Administrative Agent), which charge shall be a first ranking and exclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “CollateralDebenture”), including but not limited to: ; and (ae) a perfected first-priority pledge of all within 60 days following the equity interests directly held by Closing Date (or such later date as the Issuer or any First Lien Note Guarantor (which pledgeAdministrative Agent may agree in its reasonable discretion), in the case of any foreign subsidiaryLoan Party located outside of Canada and the United States, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)security agreements, (b) a lien on cashdebentures, deposit accounts and securities accountsmortgages, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs pledge agreements or other consequences of obtaining such agreements or instruments as may be reasonably necessary to grant a security interest are excessive in relation to the value of the security to be afforded thereby, (y) its assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions on terms consistent with the Opco First Lien Notes Documentation Principles; Security provided by Loan Parties domiciled in Canada and provided that the pledge of equity interests United States. (2) Subject to Permitted Exceptions, Open Text will from time to time at its expense duly authorize, execute and other securities will be subject deliver (or cause the applicable Loan Party to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating authorize, execute and deliver) to the Issuer’s Administrative Agent such further instruments and its subsidiaries’ bank accounts documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or securities accounts. All preserving the full benefits granted or intended to be granted to the Administrative Agent, or any Lender or the Collateral Agent by the Credit Documents and of the above-described pledgesrights and remedies therein granted to the Administrative Agent, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of or any Lender or the Collateral Agent, First Lien Noteholders including the filing of financing statements or Trustee will be permitted other documents under any Law with respect to terminate Holdings the Encumbrances created thereby. The Loan Parties acknowledge that the Credit Documents have been prepared on the basis of Law in effect on the Closing Date, and that changes to Law (including as a result of the coming into force of the Securities Transfer Act (Ontario) or any other similar legislation) may require the execution and delivery of its subsidiaries different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be amended, supplemented or affiliates as manager of replaced (and Open Text shall, or shall cause the applicable Loan Party to duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or replacement reasonably requested by the Administrative Agent with respect to any of the PropCo facilities without the prior Credit Documents) within 30 days of written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that request therefor (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu to reflect any change in all respectsLaw, and whether arising as a result of statutory amendments, court decisions or otherwise; (ii) unless there is a Market Financing, to facilitate the indebtedness outstanding under creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Senior Facilities and Administrative Agent Encumbrances similar to the First Lien Notes shall vote together as a single class, including in respect of directing Encumbrances created or intended to be created by the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCredit Documents.

Security. Subject As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all its Subsidiaries to, on or before the Effective Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date Administrative Agent or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgecontinue, in the case of any foreign subsidiarya Lien in existence on the Effective Date, shall be limited to 100% for the benefit of the non-voting equity interests Administrative Agent and the Lenders a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction transfer. Without limiting the foregoing, the Borrower, on behalf of itself and each Subsidiary having rights in any Subsidiary Securities, acknowledges that the Borrower and each such Subsidiary (if anyother than Excluded Subsidiaries) and 65% has delivered to the Administrative Agent, (A) a Security Agreement which pledged to the Administrative Agent for the benefit of the voting equity Administrative Agent and the Lenders, all of the Subsidiary Securities of each Subsidiary, (B) if such Subsidiary Securities were in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities did not constitute securities and the Subsidiary has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement from the registrar of such foreign subsidiary)Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien in favor of the Administrative Agent on such Subsidiary Securities, (b) a lien on cash, deposit accounts each in form and securities accountssubstance acceptable to the Administrative Agent, and (c) perfected first-priority security interests inshall take such further action and deliver or cause to be delivered such further documents as required by the Security Documents or otherwise as the Administrative Agent may request to effect the transactions contemplated by this ARTICLE VI. The Borrower shall, and mortgages onshall cause each Subsidiary, substantially all owned tangible and intangible assets to pledge to the Administrative Agent for the benefit of the Issuer Administrative Agent and each First Lien Note Guarantor the Lenders (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real propertyas appropriate to reaffirm its prior pledge of) except for (v) real property with a fair market value less than $15.0 million all of the Pledged Interests of any Subsidiary acquired or created after the Effective Date and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation deliver to the value Administrative Agent all of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws documents and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition instruments in connection therewith as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating are required pursuant to the Issuer’s terms of SECTION 9,10 and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementSecurity Documents.

Security. Subject The present and future Obligations and the Cash Management Obligations of the Loan Parties to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes Agent and the First Lien Note Guarantees will be secured by Lenders under the Documents and to the Swap Lenders under the Hedging Agreements to which a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired Swap Lender is a party (collectively, the “CollateralSwap Documents”)) and all other Obligations of the Loan Parties to the Agent and the Lenders and Swap Indebtedness to the Swap Lenders howsoever arising or incurred hereunder and under the Documents, including but not limited to: Cash Management Arrangements and the Swap Documents, as applicable will be secured by the following (in each case in form and substance satisfactory to the Agent) (collectively, the “Security”): (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, demand debenture initially in the case amount of any foreign subsidiaryCdn. $600,000,000 (as such may be increased from time to time) from each Loan Party substantially in the form of Schedule F to be registered in all appropriate jurisdictions, shall as each such debenture may be limited amended, restated, supplemented or otherwise modified from time to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), time; (b) a lien guarantee from each Material Subsidiary in favour of the Agent for its own benefit and on cashbehalf of the Lenders and the Swap Lenders with respect to the Borrower’s and the Material Subsidiaries’ obligations to the Agent, deposit accounts the Lenders and securities accounts, any Swap Lender under the Documents and the Swap Documents; (c) perfected first-priority security interests inprior to any Material Subsidiary becoming party to a Swap Document, and mortgages on, substantially all owned tangible and intangible assets a guarantee from the Borrower in favour of the Issuer Agent for its own benefit and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property on behalf of the Swap Lenders with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as respect to the Material Subsidiaries’ obligations under the Swap Documents to which any of them is a party; (d) when requested by the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contractAgent, such contract has been entered into documents and instruments providing a fixed Lien in accordance with Section 4.6; and (e) such other security as may be reasonably required by the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities Agent and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single classLenders from time to time, including in respect the same form of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and security that is or may be granted to the Second Lien Notes will be set forth in Agent on behalf of the First Lien/Second Lien Intercreditor AgreementLenders as security for the Second Lien Indebtedness from time to time.

Security. Subject As general and continuing security for the payment and performance of the Obligations the security described below will be granted to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note GuarantorAgent, in each case whether owned on in a form acceptable to the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: Agent: (a) a perfected first-securities pledge agreement in favour of the Agent from the Limited Recourse Guarantor, creating a first priority pledge Encumbrance in the Equity Interests of all the equity interests directly held Borrowers owned by the Issuer or any First Lien Note Limited Recourse Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary“Limited Recourse Guarantor Pledge Agreement”), ; (b) a lien on cashdemand debenture from each Nominee in the principal amount of $150,000,000, deposit which demand debenture shall constitute a first priority fixed and specific mortgage and charge of each Secured Property (including, without limitation, any accounts pertaining to such Secured Property), in each case, subject to Permitted Encumbrances and securities accounts, which will include a first priority ranking security interest (subject only to Permitted Encumbrances) over all of the Borrowers’ personal property located at or used solely in connection with such Secured Property and owned by the Borrowers; (c) perfected first-a first priority general assignment of leases and rents from each Nominee constituting a first priority assignment and security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, Leases and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including Rents in respect of directing each Secured Property; (d) a beneficial owners charge and direction whereby each Beneficial Owner directs the Collateral applicable Nominee to charge legal title to each Secured Property, for and on behalf of such Beneficial Owner, in favour of the Agent; (e) an assignment by each Beneficial Owner of all policies of insurance and all proceeds thereunder with respect to each Secured Property that are subject to the foregoing security and all other security hereafter granted by the Borrowers pursuant to this Agreement, including any policies providing business interruption insurance, with the Agent named as first loss payee and additional insured as its interest may appear, with a standard mortgage clause endorsement, and certificates evidencing all such insurance; (f) a blocked account agreement in respect thereof. The relative rights and priorities in the Collateral for each of the Senior FacilitiesDebt Service Reserve Account; (g) only to the extent certificated, certificates representing all Equity Interests subject to the First Lien Notes and Security, together with duly executed powers of attorney in respect of such certificates; and (h) such other security relating to each Secured Property as the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementAgent may reasonably require.

Security. Subject (a) In order to secure the limitations set forth below Obligations of the Company under this Indenture and other exceptions, if any, to be agreed uponthe Notes, the First Lien Notes Company and the First Lien Note Guarantees will be secured by a first-priority security interest Collateral Agent have entered into simultaneously with the execution of this Indenture each Security Document referred to in substantially all the owned material assets last sentence of the Issuer and each First Lien Note Guarantordefinition thereof, in each case whether owned together with evidence (which shall be delivered by the Company to the Trustee) that all other documents and instruments, including Uniform Commercial Code financing statements and all other actions required by law or the terms of the Security Documents to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document. In the case of all real property, as to which a Mortgage is delivered, the Company shall also deliver (the following, collectively, “Mortgage Deliverables”) (i) a policy or policies of lender’s title insurance in an amount equal to the lesser of (x) the fair market value of the real property subject to the Mortgage and (y) the aggregate principal amount of the Notes and any Parity Lien Obligations, proportionally allocated to the real property subject to the Mortgage (which amount of title insurance the Company shall increase, if applicable, upon the issuance of any Additional Notes or Parity Lien Obligations but in no event shall the Company be required to increase such amount in excess of the fair market value of such property), as is customarily determined for transactions of a similar nature, paid for by the Company, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid first Lien on the Closing Date mortgaged property described therein, free of any other Liens except Liens permitted by the terms of this Indenture and the applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or thereafter acquired policies as are customary, (ii) a survey of the property subject to any such Mortgage (such surveys, collectively, the “CollateralSurveys”) certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys by a land surveyor duly registered and licensed in the state in which such real property is located, (iii) an Opinion of Counsel of the type specified in Section 11.02(b) with respect to any such Mortgage, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. With respect to any Mortgaged Premises (as defined in the Collateral Trust Agreement) that, as of the Issue Date, is covered by a Mortgage (as defined in the 2012 Indenture) (“Existing Mortgage”), including an endorsement to the existing title insurance policy delivered pursuant to Section 11.02 of the 2012 Indenture may be delivered in lieu of a new title insurance policy. Notwithstanding the foregoing, if the Company is unable to provide a Mortgage on any real property required to be so mortgaged hereunder or any applicable Mortgage Deliverables on the Issue Date (the foregoing, collectively, the “Issue Date Mortgage Deliverables”), the Company need not provide such Issue Date Mortgage Deliverables on such date, but shall use commercially reasonable efforts to do so as promptly as practicable and in any event within 180 days from such date. (b) From and after the Issue Date, if (1) any real property, plant or equipment (other than Excluded Property) is acquired by the Company or a Subsidiary Guarantor that is not limited to: (a) automatically subject to a perfected first-priority pledge of all security interest under the equity interests directly held by Security Documents, (2) any real property, plant or equipment which was Excluded Property ceases to be Excluded Property, or (3) any Subsidiary becomes a Subsidiary Guarantor, then the Issuer Company or any First Lien Note such Subsidiary Guarantor will, as soon as reasonably practical after such property’s acquisition or it no longer being Excluded Property or such Subsidiary becoming a Guarantor, provide security over such property (which pledgeor, in the case of a new Subsidiary Guarantor, provide security over all of its assets constituting Notes Collateral except Excluded Property) in favor of the Collateral Agent and deliver any foreign subsidiaryrequired supplement to the Security Agreement and any required Mortgages necessary to grant security interests in such property, and, in the case of real property, as to which a Mortgage is required to be delivered, Mortgage Deliverables. Notwithstanding anything herein contained to the contrary, (i) in the case of the Issue Date Mortgage Deliverables, the real property secured by Mortgages and the amount of title insurance issued shall be limited the same as was so secured and issued in connection with that certain Indenture dated as of November 20, 2012 (the “2012 Indenture”) among AK Steel Company, as Issuer, AK Steel Holding Company, U.S. Bank National Association, as Trustee and U.S. Bank National Association, as Collateral Agent) and (ii) the Company shall be required to 100% deliver a title insurance policy with respect to any real property acquired after the Issue Date only to the extent that the aggregate insured amount of all title insurance then in effect is less than the then outstanding aggregate principal amount of the non-voting equity interests obligations then secured by the Mortgages so long as the Company certifies that (if any1) and 65% of to its reasonable belief, the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a existing fair market value less than $15.0 million of collateral insured by title insurance equals or exceeds the aggregate principal amount of the Notes then outstanding and leaseholds(2) the aggregate amount of title insurance then in effect (i.e., (wexclusive of policies for real property no longer owned by the Company or a Subsidiaries) vehiclesequals or exceeds the aggregate principal amount of bonds then outstanding, (x) those assets provided further that as to which this subsection (2), to the Issuer and Collateral Agent shall extent that the parties hereto reasonably determine that the costs or other consequences cost of obtaining acquiring title insurance is not proportionate to the benefit of such a security interest are excessive in relation to insurance (i.e. the value of the real property at issue significantly exceeds any shortfall between the then outstanding aggregate title insurance amount and the principal amount of the then outstanding bonds or the title premium would be excessive relative to the benefits of such increased insurance), such new title insurance amounts shall not be required. Any security interest provided pursuant to this Section 11.02(b) that requires execution of new Security Documents by a new Guarantor or of a new Mortgage shall be accompanied by such Opinions of Counsel as to the enforceability of such Security Documents and the validity and perfection of the Liens on such property as is customarily given by counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction and with customary qualifications and exceptions. (c) The Company and the Guarantors shall comply with all covenants and agreements contained in the Security Documents. (d) Each Holder, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of this Indenture and the Security Documents. (e) The Company and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), to the extent required under the Security Documents, to ensure that the Liens of the Security Documents on the Notes Collateral remain perfected with the priority set forth by the Security Documents, all at the reasonable expense of the Company and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be afforded therebycreated by the Security Documents. (f) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause the Subsidiary Guarantors to, (yi) assets to which permit the granting Collateral Agent or perfecting such security interest would violate any applicable law (including gaming laws and regulations) advisor, auditor, consultant, attorney or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture representative acting for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted upon reasonable notice to terminate Holdings or any of its subsidiaries or affiliates as manager of the Company and during normal business hours, to visit and inspect any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each property of the Senior Facilities Company and the First Lien Notes will be set forth in Subsidiary Guarantors, to review, make extracts from and copy the First Lien Intercreditor Agreement, which shall provide that (i) books and records of the indebtedness outstanding under the Senior Facilities Company and the First Lien Notes are pari passu in all respectsSubsidiary Guarantors relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and the Subsidiary Guarantors, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing deliver to the Collateral Agent in respect thereof. The relative rights and priorities in such reports, including valuations, relating to any such property or any Lien thereon as the Collateral for each Agent may reasonably request. (g) The Company will bear and pay all reasonable, documented, out-of-pocket legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the Senior Facilities, obligations of the First Lien Notes Company and the Second Lien Notes will be Subsidiary Guarantors of the Company set forth in this Section 11.02 and also will pay, or promptly reimburse the First Lien/Second Lien Intercreditor AgreementTrustee and Collateral Agent for, all reasonable, documented, out-of-pocket costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable, documented, out-of-pocket fees and charges of any advisors, auditors, consultants, representatives or any one law firm (except to the extent local counsel may be reasonably required due to the jurisdiction in which any part of the Notes Collateral is located) acting for the Trustee or for the Collateral Agent. (h) Notwithstanding the foregoing, the Company and any Subsidiary Guarantor shall not be required to provide Mortgages on real property (including improvements thereon) with a greater of book and fair market value of less than $10.0 million and vehicles.

Security. Subject to 14.6.1 The principal amount of the limitations set forth below NCDs together with all interest due and other exceptionspayable on the NCDs, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will thereof shall be secured by way of a firstpari-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned passu charge on the Closing Date identified loans and advances and / or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge receivables arising out of all the equity interests directly held outstanding financial assistance provided by the Issuer (“Identified Receivables”) to an APSEZ Group Entity (“Secured Asset”) as more particularly described in the Security Documents and subject to compliance of Security Conditions, created in favour of the Debenture Trustee, such that a Security Cover Ratio of at least 110% (one hundred and ten percent) of the outstanding principal amounts of the NCDs and interest thereon (“Security Cover Threshold”) is maintained at all times until the Final Settlement Date. The Security Interest so created in terms of Clause 14.6.1 shall be collectively referred to as “Security” 14.6.2 The Security Interest created/to be created as per Clause 14.6.1 above shall be a first ranking pari passu charge in favour of the Debenture Trustee (acting for and on behalf of the Debenture Holders). 14.6.3 The Company shall within 30 (thirty) days from the date of creation of security, file Form No. CHG - 9 with the Registrar of Companies in accordance with Applicable Law in line with the timeline specified under Section 77 of the Companies Act, with such fees as may be prescribed. The Company shall, immediately upon receipt of a signed copy of the certificate of registration of charge from the concerned Registrar of Companies, submit a copy of the same to the Debenture Trustee. The Issuer shall also assist in making necessary filings with the Central Registry pursuant to the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. 14.6.4 Further it is agreed and clarified that the Issuer is permitted to create a pari passu charge on or any First Lien Note Guarantor (which pledgeotherwise deal with the Secured Asset, in favor of any other person(s) for securing the borrowings or other indebtedness of the Issuer/ APSEZ Group so long as it continues to maintain the Security Cover Threshold and no Event of Default has occurred and is subsisting, without the consent of, or intimation to, the Debenture Holders or the Debenture Trustee (as the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if anymay be) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine in this connection. It is further clarified that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security Secured Asset is permitted to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into discharged / disposed off in part and/or in full in the ordinary course of businessbusiness by way of receiving repayment/ consideration or otherwise against the Secured Asset, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant the Security Cover Threshold is maintained. Such Security Cover Threshold shall be tested on the Security Cover Testing Date or perfection would violate as per any such law or contractother timelines as may be stipulated under Applicable Law. 14.6.5 Further, the Issuer after creation of Security initially and during the tenure of the Debentures, shall be free to identify substitute/ replace/ supplement the Secured Asset with similar receivables from any other APSEZ Group Entity from time to time, and (z) other exceptions consistent inform the Debenture Trustee with the Opco First Lien Notes Documentation Principles; and details of such receivables, provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledgesthat, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, Security Cover Threshold is maintained; and (ii) unless there Security Conditions are met and no Event of Default has occurred and is subsisting (“Replacement Security”). It is hereby clarified that the Identified Receivables being offered as supplemental, replacement, substituted receivables shall be from the receivables arising from outstanding financial assistance provided by the Issuer to any other APSEZ Group Entity and shall continue to comply with the Security Conditions. The Issuer shall, prior to offering such Replacement Security, certify to the Debenture Trustee, by way of a Market Financingcompliance certificate (as in the form provided in the Schedule V (Compliance Certificate)) by its authorized officer that the Security Conditions are being complied. The Parties further agree that the Debenture Trustee shall not be independently required to (either through consultation with Debenture Holders or otherwise) verify the compliance of the aforementioned conditions. 14.6.6 The Issuer and/or the Debenture Trustee (as applicable) shall undertake all necessary actions including issuing charge ceding / release letters, undertake filings with the RoC, CERSAI (if applicable) and such other authorities as may be required under applicable law for the pari passu sharing, replacement/ substitution/ supplementation/ release of the Secured Asset, so long as the Security Cover Threshold is maintained. 14.6.7 It is hereby clarified that for the purposes of Replacement of Security, the indebtedness Identified Receivables being offered as supplemental, replacement, substituted receivables (“Replaced Receivables”) shall be from the receivables arising out of outstanding under financial assistance provided by the Senior Facilities Issuer to any other APSEZ Group Entity and shall continue to comply with the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each Security Conditions. 14.6.8 In case limb (b) of the Senior Facilitiesdefinition of Security Conditions cannot be complied by the Issuer, within a period of 30 (thirty) days from the date of incurrence of the External Debt by the APSEZ Group Entity, the First Lien Notes Issuer shall replace the Identified Receivables for the Debentures with Replacement Security, which meets the Security Conditions and immediately intimate the Second Lien Notes will Debenture Trustee. 14.6.9 In the event the Identified Receivables are due from an APSEZ Group Entity, which due to reasons of absolute and indefinite regulatory or statutory embargo are no longer permitted to be set forth in repaid/ paid to the First Lien/Second Lien Intercreditor AgreementIssuer, the Issuer shall within 30 (thirty) days, of being made aware of such restrictions, replace such Identified Receivables.

Security. Subject As security for the full and timely payment and performance of all Obligations, SEI shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and the Collateral Agent, and their counsel, to grant to the limitations set forth below and other exceptionsCollateral Agent or the Administrative Agent, if anyas applicable, to be agreed upon, for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Senior Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer other than Permitted Liens. Without limiting the owned material assets of foregoing, and to the Issuer extent not previously delivered under the Original Agreement or the Existing Agreement and its associated loan documents, SEI and each First Lien Note Guarantor, Subsidiary having rights in each case whether owned any Subsidiary Securities shall on the Closing Date or thereafter acquired deliver to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, (collectively, the “Collateral”), including but not limited to: (aA) a perfected first-priority Pledge Agreement which shall pledge to the Collateral Agent for the benefit of the Senior Secured Parties (i) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if SEI and its Subsidiaries shall own less than 65%, then all of the equity interests directly held Voting Securities owned by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to them) and 100% of the non-voting equity interests (if any) and 65% of the voting equity interests other Subsidiary Securities of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsDirect Foreign Subsidiary, and (ii) unless there is a Market Financingexcept with respect to those Subsidiaries set forth in Schedule 3A.01, all of the indebtedness outstanding under Subsidiary Securities of all Domestic Subsidiaries and all Excluded Subsidiaries, (B) if such Subsidiary Securities are in the Senior Facilities form of certificated securities, such certificated securities (including corrected certificates with respect to any certificated securities delivered pursuant to the Original Agreement or the Existing Agreement and its associated loan documents that require updating to accurately reflect the appropriate information), together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the First Subsidiary has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 6.19(d)) from the Registrar of such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien Notes shall vote together as a single class, including in respect favor of directing the Collateral Agent on such Subsidiary Securities, each in respect thereof. The relative rights form and priorities in substance acceptable to the Collateral Agent, and shall take such further action and deliver or cause to be delivered such further documents as required by the Security Instruments or otherwise as the Collateral Agent may request to effect the transactions contemplated by this Article IIIA. SEI shall pledge, and shall cause each applicable Subsidiary to pledge, to the Collateral Agent for each the benefit of the Senior Facilities, Secured Parties (and as appropriate to reaffirm its prior pledge of) all of the First Lien Notes Pledged Interests of any Domestic Subsidiary and each Direct Foreign Subsidiary acquired or created after the Second Lien Notes will be Closing Date (including any Subsidiary becoming a Domestic Subsidiary or Direct Foreign Subsidiary) and to deliver to the Collateral Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 6.19 and of the Security Instruments. To the extent any of the Subsidiaries set forth in Schedule 3A.01 shall at any time prior to the First Lien/Second Lien Intercreditor AgreementFacility Termination Date be capable of being pledged, SEI will, and will cause all applicable Subsidiaries to, deliver a Pledge Agreement or a Pledge Agreement Supplement, as the case may be, pledging the Subsidiary Securities of such Subsidiary.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed uponthis Section 18, the First Lien Notes Guaranteed Obligations and the First Lien present or future, actual or contingent obligations of the Company and the Guarantors under and in connection with this Note Guarantees will (the “Secured Obligations”) shall be secured jointly and severally by the Collateral (subject to Permitted Liens and the Intercreditor Agreement) pursuant to the Security Documents. This Note and the other Notes shall cease to be secured by a first-priority security interest the Collateral upon the satisfaction in substantially all the owned material assets full of the Issuer Secured Obligations. (a) For the benefit of the Secured Parties, the Company has pledged, and caused each Subsidiary Pledgor to pledge, as the case may be, the Collateral on the Issuance Date in order to jointly and severally secure the Secured Obligations. (b) For the benefit of the Holders, the Company and each First Lien Note Guarantorof the Subsidiary Pledgors shall: (i) execute one or more Security Documents granting to the Shared Security Agent, in each case whether owned on for the Closing Date or thereafter acquired benefit of the Holders, Liens (collectively, the “CollateralSecurity”), including but not limited to: ) on the relevant Collateral under the same “Security Documents” (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, as that term is defined in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if anySenior Note Indenture Terms) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to that which the Issuer and Collateral Agent shall reasonably determine that the costs is or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into with the Shared Security Agent for the benefit of the Bondholders and all on terms subject to the Intercreditor Agreement; (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Security on relevant Collateral; and (iii) deliver to the Shared Security Agent an opinion of counsel to the effect that (A) in the ordinary course opinion of businesssuch counsel, such restriction is consistent with industry custom and consent action has been requested taken with respect to the recording, registering and not received)filing of or with respect to the Notes and the Security Documents and all other instruments of further assurance as is necessary to make effective the Security created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, but only so no such action is necessary to make such Security effective. (c) So long as such grant or perfection would violate any such law or contractno Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and the Notes, the Company and the Subsidiary Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (zwhether similar or dissimilar to the foregoing) other exceptions consistent in respect of capital stock constituting Collateral. (d) The Holder, by its acceptance of this Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Opco First Lien Notes Documentation Principles; Shared Security Agent to perform its obligations and provided exercise its rights thereunder in accordance therewith. (e) The Holder, by its acceptance of this Note, acknowledges that the pledge Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of equity interests the Secured Parties under the Security Documents, and other securities will be that the Security created pursuant to the Security Documents in respect of the Holders is subject to customary Rule 3-16 cut-back provisions. There shall and qualified and limited in all respects by the Security Documents and actions that may be neither lockbox arrangements nor taken thereunder. (f) Notwithstanding (i) anything to the contrary contained in this Note, the Guarantees, the Security Documents or any control agreements other instrument governing, evidencing or relating to any Indebtedness, (ii) the Issuer’s time, order or method of attachment of any Liens on the Collateral, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors, the Company will ensure that: (i) the Security will rank equally and its subsidiaries’ bank accounts or securities accounts. All ratably with all of the above-described pledges, security interests and mortgages shall be created Liens on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture Collateral for the First Lien Notes will provide that none benefit of the Bondholders; and (ii) all proceeds of the Collateral Agentapplied under the Security Documents shall be allocated and distributed by the Shared Security Agent as required under the Intercreditor Agreement, First Lien Noteholders for the benefit of the secured parties. The Shared Security Agent will not be responsible for making any deductions or Trustee will be permitted to terminate Holdings withholdings in respect of taxes or other governmental charges for any amounts paid from the proceeds of the Collateral. (g) If the Company or any of its subsidiaries Subsidiaries at any time after the Issuance Date pledges, or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each is required to pledge, Capital Stock pursuant to Section 10.02(a) or (b) of the Senior Facilities Note Indenture Terms or otherwise pledges, or is required to pledge, any assets for the benefit of the Bondholders, the Company shall, and shall cause each such Subsidiary to, pledge such Capital Stock, on a pari passu basis with the First Lien Notes will pledge pursuant to the Senior Note Indenture Terms, if applicable, for the benefit of the Holders to secure the Secured Obligations. Upon each such pledge of Capital Stock contemplated in this clause (g), the Company and each such Subsidiary (which thereafter shall be set forth deemed a “Subsidiary Pledgor”), shall, as applicable, take each such action as described in Section 18(b). (h) Subject to the First Lien provisions of the Intercreditor Agreement, which shall provide that the Security created in respect of the Collateral granted under the Security Documents may be released in certain circumstances (without any consent from the Holders), including: (i) upon repayment in full of the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and Notes; (ii) unless there is upon certain dispositions of certain types of Collateral in compliance with the terms of this Note; (iii) with respect to security granted by a Market FinancingSubsidiary Pledgor, upon the release of the Guarantee of such Subsidiary Pledgor in accordance with the terms of this Note; (iv) upon written request of the Company or any Guarantor, in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Note, the indebtedness outstanding Shared Security Agent shall (without notice to, or vote or consent of, any Holder) take such actions as shall be required to release its security interest in any Collateral being disposed in such disposition, to the extent necessary to permit consummation of such disposition in accordance with the Intercreditor Agreement and the Security Documents and the Shared Security Agent shall receive full payment therefor from the Company for any costs incurred thereby; provided that the Company or the relevant Subsidiary Pledgor delivers to the Shared Security Agent an Officers’ Certificate certifying and an opinion of counsel stating that the release of any such security interest is permitted under the Senior Facilities terms of this Note and that the conditions precedent to any such release have been fulfilled; (v) any release of Collateral made in compliance with this clause (h) shall not be deemed to impair the Security under the Security Documents or the Collateral thereunder in contravention of the provisions of this Note or the Security Documents; (vi) no purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Shared Security Agent to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Note to be sold or otherwise disposed of by the Company and the First Lien Notes shall vote together as a single class, including in respect Guarantors be under any obligation to ascertain or inquire into the authority of directing the Company or any Guarantor to make such sale or other disposition; and (vii) no release and discharge of the Collateral Agent will be effective against the Holders of Notes until the Company shall have delivered to the Holders an Officers’ Certificate stating that all conditions precedent provided for in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilitiesthis Note, the First Lien Notes Intercreditor Agreement and the Second Lien Notes will be set forth in Security Documents relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Note, the First Lien/Second Lien Intercreditor AgreementAgreement and the Security Documents.

Security. Subject to the limitations set forth below in this section and other exceptions, if any, subject to be agreed uponthe Intercreditor Agreement (as defined below) and the Certain Funds Provisions, the First First-Lien Notes Borrower Obligations and the First First-Lien Note Guarantees will be secured by by: (a) a perfected second-priority security interest on the ABL Facility Collateral and (c) a perfected first-priority security interest in substantially all the owned material assets of Notes Collateral (as defined in the Issuer and each First Existing Indenture) (the “First-Lien Note GuarantorFacility Collateral”), in each case whether owned on subject to permitted liens, including in respect of the Closing Date or thereafter acquired (collectivelyABL Facility, and to exceptions and limitations consistent with the First-Lien Documentation Principles. Notwithstanding anything to the contrary, the “Collateral”Collateral shall exclude all Excluded Collateral (as defined in the Existing Indenture). Notwithstanding anything to the contrary, including but the Borrower and the Guarantors shall not limited to: be required, nor shall the First-Lien Administrative Agent be authorized, (ai) a perfected firstto perfect the above-priority pledge described pledges, security interests and mortgages by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of all the equity interests directly held by secretary of state (or similar central filing office) of the Issuer relevant State(s) and filings in the applicable real estate records with respect to mortgaged properties or any First Lien Note Guarantor fixtures relating to mortgaged properties, (which pledge, B) filings in United States government offices with respect to intellectual property as expressly required in the case of any foreign subsidiary, shall be limited to 100% of the nonFirst-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)Lien Documentation, (bC) a lien on cash, deposit accounts and securities accounts, and (c) perfected firstmortgages in respect of fee-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholdsin excess of an amount to be agreed, (wD) vehiclessubject to the Intercreditor Agreement, delivery to the First-Lien Administrative Agent (or the trustee under the Existing Senior Notes pursuant to the Intercreditor Agreement) (or to the ABL Administrative Agent under the ABL Facility on its behalf in the case of ABL Facility Collateral) to be held in its possession of all Collateral consisting of intercompany notes, stock certificates of the Borrower and its subsidiaries and instruments, in each case as expressly required in the First-Lien Documentation, (xii) those assets as to which enter into any control agreement with respect to any deposit account or securities account that is not provided in connection with the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, ABL Facility (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only for so long as such grant the ABL Facility is in effect) or perfection would violate (iii) to take any such law or contract, action (other than the actions listed in clause (i)(A) and (zD) other exceptions consistent above) with respect to any assets located outside of the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accountsUnited States. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant terms to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First First-Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsDocumentation, and none of the Collateral shall be subject to other pledges, security interests or mortgages (ii) unless there is a Market Financingexcept liens relating to the ABL Facility, the indebtedness outstanding under the Existing Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior FacilitiesNotes, the First Lien Notes Secured Backstop Notes, any other permitted liens and the Second Lien Notes will other exceptions and baskets to be set forth in the First Lien/Second First-Lien Intercreditor AgreementDocumentation).

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) the indebtedness outstanding under the Senior Facilities Mineral Interests owned by Borrower and the First Lien Notes are pari passu its Domestic Subsidiaries which shall in all respectsevents include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Domestic Subsidiaries on and after the Effective Date, and (ii) unless there one-hundred percent (100%) of the issued and outstanding Equity of each existing and future Subsidiary of Borrower (provided that no pledge shall be required of more than 65% of the Equity owned directly by Borrower or any Domestic Subsidiary in any Foreign Subsidiary and that no Foreign Subsidiary shall be required to pledge any Equity in any other Foreign Subsidiary). On or prior to the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each Bank (A) the Mortgages in form and substance acceptable to Administrative Agent and duly executed by the Credit Parties (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and its Domestic Subsidiaries required by this Section 5.1(a), (B) a Borrower Pledge Agreement duly executed by Borrower, (C) such UCC-1 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and (D) the certificates, if any, evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower that is required hereby to be pledged, duly endorsed or accompanied by appropriate blank stock powers (as applicable). (b) On or prior to the Effective Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall, and shall cause its Domestic Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(i) preceding with respect to Mineral Interests then held by Borrower and such Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a)(i) preceding. (c) On the date of the creation or acquisition by Borrower of any Subsidiary with assets of $25,000 or more, or on the date of creation or acquisition by any Subsidiary of Borrower of any Indirect Subsidiary with assets of $25,000 or more, Borrower or such Subsidiary of Borrower (as applicable) shall execute and deliver to Administrative Agent a Market FinancingBorrower Pledge Agreement or Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the indebtedness Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of each such Subsidiary, provided that no pledge shall be required of more than 65% of the Equity owned directly by Borrower or any Domestic Subsidiary in any Foreign Subsidiary and that no Foreign Subsidiary shall be required to pledge any Equity in any other Foreign Subsidiary. (d) Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Senior Facilities and Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the First Lien Notes shall vote together as a single class, including in respect of directing Liens granted (or purported to be granted) pursuant to the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLoan Papers.

Security. Subject (a) On or prior to the limitations set forth below and other exceptionsIssue Date, if any, to be agreed upon, (i) the First Lien Notes and the First Lien Note Guarantees will shall be secured by a first-first- priority security interest in substantially Liens on all the owned material its existing and future fixed assets which constitute telecommunication network, comprised of the Issuer switches, fiber optic and each First Lien Note Guarantorcopper networks, radio and electronic equipment, computers and engineering equipment, transportation equipment and office furniture, as set forth on its consolidated balance sheet under “Telephone Network Systems and Equipment”, in each case whether owned by the Company or any Restricted Subsidiary on the Closing Issue Date or thereafter acquired by the Company or any Restricted Subsidiary after the Issue Date and all proceeds in respect of any of the foregoing (collectively, and together with any assets that may be pledged from time to time, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all to secure the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% performance of the non-voting equity interests (if any) and 65% obligations of the voting equity interests of such foreign subsidiary)Company and the Guarantors to the Holders, the Trustee and the Collateral Agent under the Notes, the Note Guarantees, the Collateral Documents and this Indenture, according to the terms hereunder or thereunder (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets including the obligations of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedGuarantors under Article XI hereof), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is the Company and its Restricted Subsidiaries and the Collateral Agent for the benefit of the Holders shall have executed the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement and implemented such agreements in full with respect to all Intercompany Indebtedness. (b) Each Holder, by its acceptance of a Market FinancingNote, consents and agrees to all of the terms of the Collateral Documents (including, without limitation, the indebtedness outstanding provisions providing for the foreclosure, exercise of remedies and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith. (c) Each of the Company and the Guarantors shall use its reasonable best efforts to do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Collateral Agent and the Trustee the first-priority Liens upon the Collateral contemplated hereby and any Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Obligations secured hereby, according to the intent and purposes herein expressed. Each of the Company and the Guarantors shall (i) enter into the Collateral Documents, (ii) within ten Business Days of the Issue Date, take all necessary steps to duly file the Collateral Documents for registration in each relevant public registry in Mexico and promptly deliver to the Trustee and the Collateral Agent a copy of the original record of registration (xxxxxxxxxx de inscripción) issued by the Mexican notary public, and (iii) take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors under the Senior Facilities Notes, the Note Guarantees, the Collateral Documents and hereunder, a valid and enforceable perfected Lien in and on all of the Collateral, in favor of the Collateral Agent for the ratable benefit of the Holders, first in priority to any and all Liens at any time granted upon the Collateral, in each case, no later than 45 Business Days after the Issue Date and deliver to the Trustee and the First Lien Notes Collateral Agent a copy of the notarial instrument evidencing the registration of such Liens in each relevant public registry in Mexico. Each of the Trustee, the Company and the Guarantors hereby acknowledge and agree that the Collateral Agent shall vote together as a single class, including hold the Collateral for the ratable benefit of the Holders and the Trustee pursuant and subject to the terms of the Collateral Documents. The Company and each Guarantor shall (A) deliver to the Trustee and the Collateral Agent copies of all documents required under the Collateral Documents to assure and confirm to the Trustee and the Collateral Agent that the security interests created in respect of directing the Collateral (or any part thereof) under the Collateral Documents constitute security for the Indenture and the Notes as contemplated in this Indenture, and (B) perform or cause their respective Subsidiaries to perform all such actions as may be required by the provisions of the Collateral Documents. Neither the Collateral Agent in respect thereofnor the Trustee shall be responsible for and neither of them make any representation as to the existence, genuineness, value or protection of any Collateral, or the legality, effectiveness or sufficiency of any Collateral Document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Notes. The relative rights and priorities in For the avoidance of doubt, nothing herein shall require the Collateral Agent or the Trustee to file financing statements or continuation statements or local filings required by Mexican law or be responsible for each perfecting or maintaining the perfection of security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Collateral Document) and such responsibility shall be solely that of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCompany.

Security. Subject 8.1.1. security agreements from Borrower granting to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by Lender a first-priority security interest in substantially all of the Goods, Equipment, Accounts, Inventory, Instruments, Documents, Chattel Paper, and General Intangibles of Borrower, whether now owned material or hereafter acquired, and all proceeds thereof (the "Borrower Personal Property Collateral"), subject only to Permitted Liens affecting such property (each such security agreement that Borrower executes and delivers to Lender, either on or after the Execution Date, and as it may be amended, restated or replaced from time to time, a "Borrower Security Agreement"); 8.1.2. stock pledge agreements granting to Lender a lien and security interest in all of the capital stock and other Securities of every Subsidiary and Affiliate of Borrower, now or hereafter issued and outstanding, and all proceeds thereof (each such stock pledge agreement that Borrower or any Subsidiary or Affiliate of Borrower executes and delivers to Lender, either on or after the Execution Date, and as it may be amended, restated, or replaced from time to time, a "Stock Pledge Agreement"); 8.1.3. subordination agreements as required by Lender, executed by Persons having any security interest in the assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer Borrower or any First Lien Note Guarantor (which pledgeCovered Person, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivablea subordination agreement executed by Resurgens Communications Group, inventoryInc., equipmentwith respect to its liens and security interests under that certain agreement For The Provision of Billing and Collection Services By Resurgens Communications Group, general intangiblesInc. To Phone Zone dated June 2, investment property1992, intellectual property and real propertythat certain Agreement for Operator Services dated June 2, 1992 between Resurgens and Phone Zone, as the same may be amended, renewed, restated or otherwise modified (the "Resurgens Agreements") except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine each such subordination agreement that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security Borrower causes to be afforded therebyexecuted and delivered to Lender, (y) assets to which either on or after the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contractExecution Date, and as it may be amended, restated or replaced from time to time, a "Subordination Agreement"); 8.1.4. a collateral assignment of contracts (zthe "Assignment of Contracts") other exceptions consistent with the Opco First Lien Notes Documentation Principles; among Borrower, Phone Zone, Inc. and provided that the pledge of equity interests and other securities will be subject Lender, assigning to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that Lender (i) all of Borrower's rights and interest in the indebtedness outstanding under the Senior Facilities Equipment Lease Agreement and the First Lien Notes are pari passu in all respects, certain other contracts and (ii) unless there is a Market Financingall of Phone Zone, the indebtedness outstanding under the Senior Facilities Inc.'s right, title and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities interest in the Collateral for each Resurgens Agreements. Lender may, in its sole discretion, (i) exchange, waive or release any of the Senior FacilitiesCollateral, (ii) apply Collateral and direct the First Lien Notes order or manner of sale thereof as Lender may determine, and (iii) settle, compromise, collect or otherwise liquidate any Collateral in any manner, all without affecting the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLoan Obligations or Lender's right to take any other action with respect to any other Collateral.

Security. Subject As security for the prompt and complete payment and performance of the Obligations when due, Med hereby delivers, pledges and grants a security interest to PIBL in all of Med's right, title and interest (whether now owned and existing or hereafter arising or acquired) in and to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired following (collectively, the “Collateral”"MED DEBENTURE COLLATERAL"): (i) Med's right to receive, upon the terms and conditions set forth in the relevant Sale and Subservicing Agreement(s), including but not limited $20,000,000 of funds that are currently held in reserves, as identified on an itemized schedule attached as SCHEDULE 3(b)(i) to the Amendment Agreement and incorporated herein by this reference (Med's rights in such accounts, collectively, the "MED RESERVE ACCOUNT INTERESTS"), for the benefit of NCFE and its affiliates pursuant to the relevant Sale and Subservicing Agreement(s), with all distributions from the Med Reserve Account Interests on account of, or in relation to: , the Med Reserve Account Interests being directed to the Med Collection Account to be used exclusively for payments on the Amended Debentures; (aii) all of the Med Eligible Accounts Receivable; provided, however, that PIBL's security interest therein is subject to and (A) subordinate to a perfected first-priority pledge security interest in favor of the financing source(s) for the purchase of the Transferred Debenture and (B) subordinate to a security interest in favor of NCFE or its affiliates as the purchaser(s) of accounts receivable in various financing transactions, which security interest collateralizes, among other things, a repurchase right for rejected receivables under the relevant documents for such financing arrangements; (iii) the Net Asset Sale Proceeds, all of which shall be deposited in the Med Collection Account; PROVIDED, HOWEVER, that nothing in the Amendment Agreement or in any other Modification Documents shall require Med or any of the Med Subsidiaries to consummate any Asset Sale, or to sell any equity interests directly securities or other assets for its own account or to cause or make any distribution to be made in connection with any such Asset Sale; and (iv) all other assets that are now or may in the future be acquired or otherwise held by Med on or after the Issuer or any First Lien Note Guarantor date of this Agreement (which pledgeincluding without limitation, in the case of any foreign subsidiaryall accounts, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, chattel paper, contract rights, copyrights, deposit accounts and securities accounts, and (c) perfected first-priority security interests indocuments, and mortgages ondocuments of title, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventoryelectronic chattel paper, equipment, fixtures, furnishings, franchises, general intangibles, goods, guarantees, intellectual property, inventory, instruments, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholdsletter of credit rights, (w) vehicleslicenses, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded therebymerchandise, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contractpatents, such contract has been entered into in the ordinary course of businesspayment intangibles, such restriction is consistent with industry custom and consent has been requested and not received)permits, but only so long as such grant or perfection would violate any such law or contractsupporting obligations, trade secrets, trademarks, tradenames, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3cash or non-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager cash proceeds of any of the PropCo facilities without foregoing, in each case, as applicable, as such terms are defined in or understood for the prior written consent purposes of PropCo. The relative rights and priorities the Uniform Commercial Code as in effect in Nevada; PROVIDED that such security interest in the Med Debenture Collateral for each (x) shall not attach or otherwise apply with respect to any Medicaid, Medicare, CHAMPUS and CHAMPVA receivables and (y) shall cease to attach or otherwise apply to any receivables that have been sold or otherwise transferred to any purchaser(s) under financing arrangements with NCFE or its affiliates, regardless of the Senior Facilities and the First Lien Notes will whether such transaction is deemed to be set forth a sale or a secured financing. Terms used in the First Lien Intercreditor Agreementforegoing definition of Collateral, which that are not otherwise defined herein, shall provide that (i) have the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities meanings provided in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth Uniform Commercial Code as in effect in the First Lien/Second Lien Intercreditor State of Nevada, or in the Amendment Agreement.

Security. Subject The Trustee shall have received (with a copy for the Initial Purchaser) on the Closing Date: (A) appropriately completed copies of Uniform Commercial Code financing statements naming each of The Majestic Star Casino II, Inc. (f/k/a Trump Indiana, Inc.), Buffington Harbor Parking Associates, XXX, Buffington Harbox Xxxxxxxxts, L.L.C. and Capital II (collecxxxxxx, xxe "New Subsidiary Guarantors"), as a debtor and the Trustee as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Trustee and its counsel, desirable to perfect the Security Interests of the Trustee pursuant to the limitations set forth below and other exceptionsSecurity Agreement; (B) proper instruments, if any, to be agreed uponfiled in the U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by the First Lien Notes and Security Documents; (C) appropriately completed copies of duly executed payoff letters, Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of the First Lien Note Guarantees will be secured New Subsidiary Guarantors in any collateral described in any security agreement previously granted by such Persons; (D) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a first-priority security interest party acceptable to the Trustee, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Issuers or any Subsidiary Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in substantially all the owned material assets of the Issuer any Security Document, other than such financing statements that evidence Permitted Liens); (E) bailee letters and each First Lien Note Guarantorlandlord waivers, if any, in each case whether owned on form and substance reasonably satisfactory to the Closing Date or thereafter acquired (collectivelyInitial Purchasers, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held executed by the Issuer Issuers or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited appropriate Majestic Entities for delivery to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities persons specified in the Security Documents as holding Collateral; (F) confirmation from the Original Agent (as defined in the Amended Intercreditor Agreement) that it has received the original stock certificates of Trump Indiana, Inc. and Capital II pledged to the Secured Pxxxx pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (G) such other approvals, opinions, or documents as the Trustee or the Initial Purchaser may reasonably request in form and substance reasonably satisfactory to the Trustee and the First Lien Notes will Initial Purchaser; and (H) the Trustee and its counsel and the Initial Purchaser and its counsel shall be set forth in the First Lien Intercreditor Agreement, which shall provide satisfied that (i) the indebtedness outstanding under Lien granted to the Senior Facilities Trustee, for the benefit of itself and the First Lien Notes are pari passu Holders is of the priority described in all respects, the Offering Circular; and (ii) unless there is a Market Financingno Lien exists on any of the collateral described above other than the Lien created in favor of the Trustee, for the indebtedness outstanding under the Senior Facilities benefit of itself and the First Lien Notes shall vote together as a single classHolders, including pursuant to the Security Documents, in respect of directing each case subject to the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementPermitted Liens.

Security. Subject to (a) Commencing on the limitations set forth below and other exceptions, if any, to be agreed uponDelta/Laramie Transaction Closing Date, the First Lien Notes and the First Lien Note Guarantees will Obligations shall be secured by a first-priority security interest in first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights, general intangibles and all products, proceeds and other interests relating to the ownership, operation and/or production of such Borrowing Base Properties, (ii) all of the issued and outstanding Equity owned by Borrower and each Restricted Subsidiary of each Restricted Subsidiary, (iii) all of the issued and outstanding Equity of Borrower and (iv) substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned other tangible and intangible assets of the Issuer Credit Parties. On or prior to the Delta/Laramie Transaction Closing Date, Borrower, the Restricted Subsidiaries and the Parent Guarantors, as applicable, shall deliver to Administrative Agent for the ratable benefit of each First Lien Note Guarantor Bank, (A) the Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and/or its Restricted Subsidiaries and (B) such other assignments, conveyances, amendments, agreements and other writings, including, but not limited towithout limitation, accounts receivableUCC-1 financing statements (each duly authorized and executed, inventory, equipment, general intangibles, investment property, intellectual property and real propertyas applicable) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Administrative Agent shall reasonably determine that deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower, the costs Restricted Subsidiaries and the Parent Guarantors required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments or other consequences of obtaining such a security interest are excessive continuation statements as necessary from time to time (in relation Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the value Loan Papers. (b) On or before each Redetermination Date after the Delta/Laramie Transaction Closing Date and at such other times as Administrative Agent or Required Banks shall request or as otherwise required hereunder, including, without limitation, pursuant to Section 4.6 hereof, Borrower and its Restricted Subsidiaries shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the security Liens required by Section 5.1(a) preceding with respect to Borrowing Base Properties acquired by Borrower and its Restricted Subsidiaries subsequent to the last date on which Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) Except with respect to Mortgages required to be afforded thereby, (y) assets to which the granting executed and delivered on on or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating prior to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledgesDelta/Laramie Transaction Closing Date, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings at any time Borrower or any of its subsidiaries Restricted Subsidiaries is required to execute and deliver Mortgages to Administrative Agent pursuant to this Section 5.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that appropriate to verify (i) Borrower’s or such Restricted Subsidiary’s title to the indebtedness outstanding under Required Reserve Value of the Senior Facilities and the First Lien Notes Proved Mineral Interests which are pari passu in all respectssubject to such Mortgages, and (ii) unless there is the validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii) and (a)(iii), Borrower and any Indirect Restricted Subsidiary and each Parent Guarantor (as applicable) shall execute and deliver to Administrative Agent a Market FinancingBorrower Pledge Agreement, Subsidiary Pledge Agreement or Parent Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the indebtedness issued and outstanding under Equity of Borrower or any such Restricted Subsidiary of every class owned by Borrower or such Indirect Restricted Subsidiary or such Parent Guarantor (as applicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Senior Facilities Liens required by Section 5.1(a)(ii) and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities (a)(iii) in the Collateral for issued and outstanding Equity of Borrower and each of such Restricted Subsidiary. (e) To the Senior Facilitiesextent required by Section 5.1(a)(iv), any Credit Party that has not executed and delivered any Mortgages shall enter into such other security agreements or other documents as Administrative Agent may deem necessary or appropriate to grant, evidence and perfect the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLiens required by Section 5.1(a)(iv).

Security. Subject As security for the full and timely payment and performance of all Obligations, any other obligation arising under any Loan Document and any obligation or liability arising under any Related Swap Contract, the Borrower shall, and shall cause all other Loan Parties (including the Lehigh Companies) to, on or before the Closing Date, do or cause to be done all things reasonably necessary in the opinion of the Administrative Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Administrative Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer except as expressly permitted hereunder. Without limiting the owned material assets of foregoing, to the Issuer and each First Lien Note Guarantorextent not previously delivered in connection with the Existing Agreement in the Administrative Agent's reasonable judgment, in each case whether owned on the Closing Date or thereafter acquired the Borrower shall deliver, and shall cause each Guarantor (collectivelyincluding the Lehigh Companies on and after the date of the consummation of the Lehigh Acquisition) to deliver, to the “Collateral”)Administrative Agent, including but not limited to: in form and substance reasonably acceptable to the Administrative Agent, (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case event such Guarantor has rights in any Subsidiary Securities of any foreign subsidiarya Domestic Subsidiary or Direct Foreign Subsidiary, (i) the Pledge Agreement (or Pledge Joinder Agreement) which shall be limited pledge to 100% the Administrative Agent for the benefit of the non-voting equity interests Secured Parties the Pledged Interests of each Domestic Subsidiary and Direct Foreign Subsidiary, (ii) if any) and 65% such Pledged Interests are in the form of the voting equity interests of certificated securities, such foreign subsidiary)certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (b) a lien the Security Agreement (or Security Joinder Agreement) and the IP Security Agreement (or IP Security Joinder Agreement), (c) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties on cashthe Pledged Interests and all other Collateral, deposit accounts (d) documents in form, substance and securities accountsnumber as requested by the Administrative Agent for filing with the Federal Patent and Trademark Office, the Federal Copyright Office, or such other places as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties in the Intellectual Property, and (ce) perfected first-priority security interests inQualifying Control Agreements (as defined in the Security Agreement) as provided in the Security Agreement. In addition, and mortgages onwithout limiting the foregoing, substantially all owned tangible the Borrower shall take and intangible assets of cause the Issuer Guarantors to take such further action, and deliver or cause to be delivered such further documents, as required by the Security Instruments or otherwise as the Administrative Agent may reasonably request to effect the transactions contemplated by this Article IIA and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.the

Security. Subject (1) In each case subject to Permitted Exceptions, by the applicable dates specified below, the Borrower shall provide or cause to be provided by the Guarantors, in each case, to the limitations set forth below Administrative Agent, for and on behalf of the Lenders, as continuing collateral security for the present and future indebtedness and liability of the Borrower and the obligations of the Guarantors under the Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “Security”), in form and substance satisfactory to the Administrative Agent, acting reasonably, together with any relevant reasonably required power of attorney, registrations, filings and other exceptionssupporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) a Guarantee, which guarantees shall be reaffirmed as of the Closing Date pursuant to Section 22.01; (b) general security agreements (which, for greater certainty, shall not include a hypothec with respect to moveable property located in the Province of Québec) dated as of January 16, 2014 or thereafter if anysuch person became a Loan Party thereafter, and reaffirmed as of the Closing Date pursuant to be agreed uponSection 22.01, the First Lien Notes and the First Lien Note Guarantees will be secured by constituting a first-priority security interest in substantially all the owned material personal property (or moveable property, as applicable) and assets of the Issuer Loan Parties (including all contract rights, inventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which security interest shall be of first priority, subject, if and to the extent applicable, to any Permitted Encumbrances (each First Lien Note Guarantorbeing a “Security Agreement”), and subject to the grace periods specified in each case whether owned on Security Agreement and in connection with deposit accounts, Section 6.01(15)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; and (c) within 60 days following (x) the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets the acquisition of any Material Owned Real Property, debentures, mortgages, deeds of trust or deeds to which secure debt (or immoveable hypothec, as applicable) constituting a charge on such real property (or immoveable property, as applicable) of the granting or perfecting such security interest would violate any applicable law Loan Parties (including gaming laws and regulations) or contract (and with regard to which contract as determined by the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedAdministrative Agent), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There which charge shall be neither lockbox arrangements nor any control agreements relating a first ranking and exclusive charge, subject, if and to the Issuer’s extent applicable, to any Permitted Encumbrances (each being a “Debenture”). (2) Subject to Permitted Exceptions, Open Text will from time to time at its expense duly authorize, execute and its subsidiaries’ bank accounts deliver (or securities accounts. All cause the applicable Loan Party to authorize, execute and deliver) to the Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent, or any Lender or the Collateral Agent by the Credit Documents and of the above-described pledgesrights and remedies therein granted to the Administrative Agent, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of or any Lender or the Collateral Agent, First Lien Noteholders including the filing of financing statements or Trustee will other documents under any Law with respect to the Encumbrances created thereby. The Loan Parties acknowledge that the Credit Documents have been prepared on the basis of Law in effect on the Closing Date, and that changes to Law may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be permitted amended, supplemented or replaced (and Open Text shall, or shall cause the applicable Loan Party to terminate Holdings duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or any of its subsidiaries or affiliates as manager of replacement reasonably requested by the Administrative Agent with respect to any of the PropCo facilities without the prior Credit Documents) within 30 days of written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that request therefor (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu to reflect any change in all respectsLaw, and whether arising as a result of statutory amendments, court decisions or otherwise; (ii) unless there is a Market Financing, to facilitate the indebtedness outstanding under creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Senior Facilities and Administrative Agent Encumbrances similar to the First Lien Notes shall vote together as a single class, including in respect of directing Encumbrances created or intended to be created by the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCredit Documents.

Security. Subject (a) In order to secure the limitations set forth below Obligations of the Company under this Indenture and other exceptions, if any, to be agreed uponthe Notes, the First Lien Notes Company and the First Lien Note Guarantees will be secured by a first-priority security interest Collateral Agent have entered into simultaneously with the execution of this Indenture each Security Document referred to in substantially all the owned material assets last sentence of the Issuer and each First Lien Note Guarantordefinition thereof, in each case whether owned together with evidence (which shall be delivered by the Company to the Trustee) that all other documents and instruments, including Uniform Commercial Code financing statements and all other actions required by law or the terms of the Security Documents to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document. In the case of all real property, as to which a Mortgage is delivered, the Company shall also deliver (the following, collectively, “Mortgage Deliverables”) (i) a policy or policies of lender’s title insurance in an amount equal to the lesser of (x) the fair market value of the real property subject to the Mortgage and (y) the aggregate principal amount of the Notes and any Parity Lien Obligations, proportionally allocated to the real property subject to the Mortgage (which amount of title insurance the Company shall increase, if applicable, upon the issuance of any Additional Notes or Parity Lien Obligations but in no event shall the Company be required to increase such amount in excess of the fair market value of such property), as is customarily determined for transactions of a similar nature, paid for by the Company, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid first Lien on the Closing Date mortgaged property described therein, free of any other Liens except Liens permitted by the terms of this Indenture and the applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or thereafter acquired policies as are customary, (ii) a survey of the property subject to any such Mortgage (such surveys, collectively, the “CollateralSurveys”) certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys by a land surveyor duly registered and licensed in the state in which such real property is located, (iii) an Opinion of Counsel of the type specified in Section 11.02(b) with respect to any such Mortgage, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. With respect to any Mortgaged Premises (as defined in the Collateral Trust Agreement) that, as of the date hereof, is covered by a Mortgage (as defined in the 2012 Indenture) (“Existing Mortgage”), including an endorsement to the existing title insurance policy delivered pursuant to Section 11.02 of the 2012 Indenture may be delivered in lieu of a new title insurance policy. Notwithstanding the foregoing, if the Company is unable to provide a Mortgage on any real property required to be so mortgaged hereunder or any applicable Mortgage Deliverables on the Issue Date (the foregoing, collectively, the “Issue Date Mortgage Deliverables”), the Company need not provide such Issue Date Mortgage Deliverables on such date, but shall use commercially reasonable efforts to do so as promptly as practicable and in any event within 180 days from such date. (b) From and after the Issue Date, if (1) any real property, plant or equipment (other than Excluded Property) is acquired by the Company or a Subsidiary Guarantor that is not limited to: (a) automatically subject to a perfected first-priority pledge of all security interest under the equity interests directly held by Security Documents, (2) any real property, plant or equipment which was Excluded Property ceases to be Excluded Property, or (3) any Subsidiary becomes a Subsidiary Guarantor, then the Issuer Company or any First Lien Note such Subsidiary Guarantor will, as soon as reasonably practical after such property’s acquisition or it no longer being Excluded Property or such Subsidiary becoming a Guarantor, provide security over such property (which pledgeor, in the case of a new Subsidiary Guarantor, provide security over all of its assets constituting Notes Collateral except Excluded Property) in favor of the Collateral Agent and deliver any foreign subsidiaryrequired supplement to the Security Agreement and any required Mortgages necessary to grant security interests in such property, and, in the case of real property, as to which a Mortgage is required to be delivered, Mortgage Deliverables. Notwithstanding anything herein contained to the contrary, (i) in the case of the Issue Date Mortgage Deliverables, the real property secured by Mortgages and the amount of title insurance issued shall be limited the same as was so secured and issued in connection with that certain Indenture dated as of November 20, 2012 (the “2012 Indenture”) among AK Steel Company, as Issuer, AK Steel Holding Company, U.S. Bank National Association, as Trustee and U.S. Bank National Association, as Collateral Agent) and (ii) the Company shall be required to 100% deliver a title insurance policy with respect to any real property acquired after the Issue Date only to the extent that the aggregate insured amount of all title insurance then in effect is less than the then outstanding aggregate principal amount of the non-voting equity interests obligations then secured by the Mortgages so long as the Company certifies that (if any1) and 65% of to its reasonable belief, the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a existing fair market value less than $15.0 million of collateral insured by title insurance equals or exceeds the aggregate principal amount of the bonds then outstanding and leaseholds(2) the aggregate amount of title insurance then in effect (i.e., (wexclusive of policies for real property no longer owned by the Company or a Subsidiaries) vehiclesequals or exceeds the aggregate principal amount of bonds then outstanding, (x) those assets provided further that as to which this subsection (2), to the Issuer and Collateral Agent shall extent that the parties hereto reasonably determine that the costs or other consequences cost of obtaining acquiring title insurance is not proportionate to the benefit of such a security interest are excessive in relation to insurance (i.e. the value of the real property at issue significantly exceeds any shortfall between the then outstanding aggregate title insurance amount and the principal amount of the then outstanding bonds or the title premium would be excessive relative to the benefits of such increased insurance), such new title insurance amounts shall not be required. Any security interest provided pursuant to this Section 11.02(b) that requires execution of new Security Documents by a new Guarantor or of a new Mortgage shall be accompanied by such Opinions of Counsel as to the enforceability of such Security Documents and the validity and perfection of the Liens on such property as is customarily given by counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction and with customary qualifications and exceptions. (c) The Company and the Guarantors shall comply with all covenants and agreements contained in the Security Documents. (d) Each Holder, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of this Indenture and the Security Documents. (e) The Company and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), to the extent required under the Security Documents, to ensure that the Liens of the Security Documents on the Notes Collateral remain perfected with the priority set forth by the Security Documents, all at the reasonable expense of the Company and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be afforded therebycreated by the Security Documents. (f) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause the Subsidiary Guarantors to, (yi) assets to which permit the granting Collateral Agent or perfecting such security interest would violate any applicable law (including gaming laws and regulations) advisor, auditor, consultant, attorney or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture representative acting for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted upon reasonable notice to terminate Holdings or any of its subsidiaries or affiliates as manager of the Company and during normal business hours, to visit and inspect any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each property of the Senior Facilities Company and the First Lien Notes will be set forth in Subsidiary Guarantors, to review, make extracts from and copy the First Lien Intercreditor Agreement, which shall provide that (i) books and records of the indebtedness outstanding under the Senior Facilities Company and the First Lien Notes are pari passu in all respectsSubsidiary Guarantors relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and the Subsidiary Guarantors, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing deliver to the Collateral Agent in respect thereof. The relative rights and priorities in such reports, including valuations, relating to any such property or any Lien thereon as the Collateral for each Agent may reasonably request. (g) The Company will bear and pay all reasonable, documented, out-of-pocket legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the Senior Facilities, obligations of the First Lien Notes Company and the Second Lien Notes will be Subsidiary Guarantors of the Company set forth in this Section 11.02 and also will pay, or promptly reimburse the First Lien/Second Lien Intercreditor AgreementTrustee and Collateral Agent for, all reasonable, documented, out-of-pocket costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable, documented, out-of-pocket fees and charges of any advisors, auditors, consultants, representatives or any one law firm (except to the extent local counsel may be reasonably required due to the jurisdiction in which any part of the Notes Collateral is located) acting for the Trustee or for the Collateral Agent. (h) Notwithstanding the foregoing, the Company and any Subsidiary Guarantor shall not be required to provide Mortgages on real property (including improvements thereon) with a greater of book and fair market value of less than $10.0 million and vehicles.

Security. Subject (a) In order to secure the Obligations of the Company under this Indenture and the Notes, the Company, the Guarantors (with respect to clause (2)), the Trustee and the Collateral Agent (1) have entered into (i) a policy or policies of lender’s title insurance in an amount equal to the limitations set forth below fair market value of the Real Property subject to the Mortgage and other exceptionscovered by such policy or policies, if anyas is customarily determined for transactions of a similar nature, to be agreed uponpaid for by the Company, the First Lien Notes and the First Lien Note Guarantees will be secured issued by a first-priority security interest in substantially all nationally recognized title insurance company, insuring the owned material assets Lien of each Mortgage as a valid first Lien on the mortgaged property described therein, free of any other Liens except Permitted Liens, together with coinsurance, reinsurance and such endorsements to such policy or policies as are customary, (ii) a survey of the Issuer portion of property containing material improvements and each First Lien Note Guarantormining activities thereon, in each case whether owned on the Closing Date or thereafter acquired subject to any such Mortgage (such surveys, collectively, the “CollateralSurveys”) certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and dated (or redated) not earlier than six months prior to the date of delivery thereof, (iii) an Opinion of Counsel of the type specified in Section 11.02(b) with respect to any such Mortgage, which such opinion shall exclude any opinion as to the perfection and validity of the Liens on any patented mining claims or unpatented mining claims, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. Notwithstanding the foregoing, if the Company or any Guarantor is unable to provide perfected security interests in any assets on the Escrow Release Date (other than assets, Liens which can be perfected through the delivery of stock certificates or filing of UCC-1 statements ) or applicable Mortgage Deliverables, the Company and the Guarantors need not provide such security interests or applicable Mortgage Deliverables on such date, but shall use commercially reasonable efforts to do so as promptly as practicable and in any event within 90 days from such date). (b) From and after the Escrow Release Date, including but if property (other than Excluded Property and other than owned Real Property with a fair value below $3.0 million) is acquired by the Company or a Guarantor that is not limited to: (a) automatically subject to a perfected first-priority pledge of all security interest under the equity interests directly held by Security Documents or a Restricted Subsidiary (including a newly created or newly acquired Subsidiary) becomes a Guarantor, then the Issuer Company or any First Lien Note Guarantor will, as soon as reasonably practical after such property’s acquisition or it no longer being Excluded Property or such person becoming a Guarantor, grant Liens on such property (which pledgeor, in the case of any foreign subsidiarya new Guarantor, shall be limited to 100% all of the non-voting equity interests (if any) its assets except Excluded Property and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all other than owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property Real Property with a fair market value less than below $15.0 million and leaseholds, (w3.0 million) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none favor of the Collateral AgentAgent (and, First Lien Noteholders to the extent such grant would require the execution and delivery of a Security Document, the Company or Trustee will such Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Company or a Guarantor on the Escrow Release Date (with such changes as may be permitted necessary or appropriate to terminate Holdings reflect local laws or any custom) including, with respect to personal property, execution of its subsidiaries a supplement to the Security Agreement and, with respect to Real Property, execution of a new Mortgage or affiliates as manager an amendment to an existing Mortgage, and deliver, or cause to be delivered, the applicable Mortgage Deliverables). Any security interest provided pursuant to this Section 11.02(b) that requires execution of any new Security Documents by a new Guarantor or of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will a new Mortgage or new foreign security documentation shall be set forth in the First Lien Intercreditor Agreement, which shall provide that accompanied by (i) such Opinions of Counsel as to the indebtedness outstanding under the Senior Facilities enforceability of such Security Documents and the First Lien Notes are pari passu validity and perfection of the Liens on such property as is customarily given by counsel in all respectsthe relevant jurisdiction, in form and substance customary for such jurisdiction and with customary qualifications and exceptions, and (ii) unless there is a Market Financing, an Officer’s Certificate of the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing Company to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in such property. Notwithstanding the foregoing, any such Opinions of Counsel shall not include any opinions as to the validity and perfection of the Liens on any patented mining claims or unpatented mining claims. (c) If granting a security interest in such property described in Section 11.02(b) requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent with respect thereofto such security interest for the benefit of the Collateral Agent on behalf of the holders of the Parity Lien Obligations, including the Notes. If such third party does not consent to the granting of such security interest after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such security interest. (d) The relative rights Company and priorities the Guarantors shall comply with all covenants and agreements contained in the Collateral for each Escrow Agreement and the Security Documents. (e) Each Holder, by accepting a Note, agrees to all of the Senior Facilitiesterms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of this Indenture and the Security Documents. (f) The Company and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), to the extent required under the Security Documents, to ensure that the Liens of the Security Documents on the Collateral remain perfected with the priority set forth by the Security Documents, all at the reasonable expense of the Company and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (g) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the First Company will, and will cause its Restricted Subsidiaries to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien Notes thereon as the Collateral Agent may reasonably request. (h) The Company will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Company and the Second Lien Notes will be Restricted Subsidiaries of the Company set forth in this Section 11.02 and also will pay, or promptly reimburse the First Lien/Second Lien Intercreditor AgreementTrustee and Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, representatives or any one law firm (except to the extent local counsel may be reasonably required due to the jurisdiction in which any part of the Collateral is located) acting for the Trustee or for the Collateral Agent.

Security. Subject The Borrower shall execute and deliver (or, with respect to Security Documents executed and delivered prior to or at the time of the Restatement Date, shall have executed and delivered) to the limitations set forth below Administrative Agent or as otherwise specified in this Section 7.1, for and other exceptionson behalf of the Secured Parties, if anyor as otherwise directed by the Administrative Agent, as continuing collateral security for the payment and performance by the Borrower of its indebtedness, liabilities and obligations hereunder or under any of the Financing Documents to be agreed uponwhich it is a party and for any of its indebtedness, liabilities and obligations to the Secured Parties or any of them under the Hedge Agreements to which they are a party, the First Lien Notes following security, all in form and substance satisfactory to the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all Administrative Agent, providing the owned material assets Administrative Agent (or the Trustee for and on behalf of the Issuer Administrative Agent) for and each First Lien Note Guarantoron behalf of the Secured Parties with a first priority Lien, subject only to Permitted Liens, in each case whether owned on the Closing Date or thereafter acquired (collectivelyCollateral charged thereunder, the “Collateral”), including but not limited to: as applicable: (a) a perfected first-priority pledge security agreement dated as of all the equity interests directly held November 13, 2001 granted by the Issuer or any First Lien Note Guarantor (which pledge, Borrower in the case of any foreign subsidiary, shall be limited to 100% favour of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), Administrative Agent; (b) a lien an assignment of the “Indemnity regarding Encumbrances on cashEl Coco Property” dated June 21, deposit accounts 1999 by Xxxxxxx Gold Corporation and securities accountsLac Exploration Inc., and dated November 16, 2001 granted by the Borrower to the Administrative Agent; (c) perfected first-priority a letter dated November 13, 2001 by the Administrative Agent appointing Computershare Trust Company of Canada as Trustee; (d) a delivery order dated November 22, 2001 by the Borrower to the Trustee; (e) a collateral mortgage demand bond dated November 21, 2001 granted by the Borrower to the Administrative Agent and certified by the Trustee (the “Bond”); (f) a deed of hypothec dated November 13, 2001 between the Borrower and the Trustee; (g) a deed of movable hypothec on a specific claim dated November 22, 2001 between the Borrower and the Administrative Agent; (h) a deed of movable hypothec on a specific claim to be dated December 23, 2004 between the Borrower and the Administrative Agent; (i) such consents, assignments and assurances as the Administrative Agent may require from the Borrower, any applicable Governmental Authority or other third party in order to obtain or evidence a valid first mortgage, charge, hypothec and/or security interests ininterest in and to the Included Property and Restricted Parties, subject to Permitted Liens, and mortgages onto be able to practically realize on all such assets after the occurrence of any Event of Default; (j) an assignment of insurance dated November 13, substantially all owned tangible and intangible assets 2001 granted by the Borrower in favour of the Issuer Administrative Agent; (k) an assignment of accounts agreement dated as of March 20, 2003 granted by the Borrower in favour of the Administrative Agent; (l) an assignment of metal hedge agreements entered into by the Borrower with each Unsecured Hedge Counterparty executed and each First Lien Note Guarantor delivered by the Borrower in favour of the Administrative Agent substantially in the form of Exhibit C (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real propertythe “Assignment of Metal Hedge Agreements”) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which whereby the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such Borrower charges a security interest are excessive in relation such Metal Hedge Agreements and proceeds thereof, consented to by each such Unsecured Hedge Counterparty; and (m) such other security documents granting Liens on the value property of the Restricted Parties as the Administrative Agent may reasonably request, together with all such other agreements, documents and instruments required by the Administrative Agent to provide the Secured Parties with continuing collateral security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none performance by the Borrower of the Collateral Agent, First Lien Noteholders all obligations hereunder or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of under any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementFinancing Documents.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) the indebtedness outstanding under the Senior Facilities substantially all assets owned by Borrower and the First Lien Notes are pari passu in each of its Subsidiaries, including, without limitation, all respectsMineral Interests owned by Borrower and its Subsidiaries, and (ii) unless there is the outstanding limited partnership interest in Borrower held by Taurus. On the Closing Date, Borrower and Taurus shall deliver to Administrative Agent for the ratable benefit of each Bank, a Market FinancingPledge Agreement (to be executed by Taurus), the indebtedness outstanding under the Senior Facilities a Security Agreement and Mortgages (each to be executed by Borrower) in form and substance acceptable to Administrative Agent and duly executed by Borrower and Taurus (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in substantially all assets owned by Borrower (including, without limitation, all Mineral Interests owned by Borrower) and the First Lien Notes limited partnership interests in Borrower owned by Taurus. (b) On or before each Redetermination Date and at such other times as Administrative Agent or Required Banks shall vote together as a single classrequest, including in respect of directing the Collateral Agent in respect thereof. The relative rights Borrower shall execute and priorities in the Collateral for deliver to Administrative Agent, and cause each of its Subsidiaries to execute and deliver to Administrative Agent, for the Senior Facilitiesratable benefit of each Bank, Mortgages granting, evidencing and perfecting the First Lien Notes Liens required by Section 6.1 (a) preceding with respect to all Mineral Interests acquired by Borrower or any Subsidiaries of Borrower on or subsequent to the last date on which Borrower or any of its Subsidiaries were required to execute and deliver Mortgages pursuant to this Section 6.1, or which, for any other reason are not the Second Lien Notes will be set forth subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the First Lien/Second Lien Intercreditor Agreementratable benefit of Banks. (c) On the date of the creation or acquisition by Borrower or any Subsidiary of Borrower of any Subsidiary of Borrower (a "New Subsidiary"), Borrower shall cause such New Subsidiary to execute and deliver to Administrative Agent for the ratable benefit of the Banks, a Security Agreement and one or more Mortgages, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitations UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens on substantially all assets, including, without limitation, all Mineral Interests, owed by such New Subsidiary.

Security. Subject (a) Each Obligor shall ensure that the persons identified in Schedule 6 (Security Documents) will execute and deliver to the limitations set forth below Security Agent the intended Security Documents identified against their name in that Schedule at or before the time provided for in that Schedule. (b) Each Obligor must use its reasonable endeavours, and shall procure that each of its Subsidiaries (other exceptionsthan any Unrestricted Subsidiary) uses its reasonable endeavours, if anyon acquiring any asset which: (i) would not be immediately and effectively charged by the then existing Security Documents; and (ii) (A) is of a type which is charged by the then existing Security Documents; or (A) is otherwise material to the business of that Subsidiary, executes and delivers to be agreed upon, the First Lien Notes and Security Agent such further or additional Security Documents in relation to such assets as the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, Majority Lenders may require (in each case whether owned on acting reasonably having regard to the Closing Date Security Principles) and in form and substance satisfactory to them. (c) Each Obligor shall execute and deliver to the Security Agent such further or thereafter acquired additional Security Documents in such form as the Security Agent shall require (collectively, in each case acting reasonably having regard to the “Collateral”), including but not limited to: (aSecurity Principles) creating an effective first ranking fixed Security Interest over the ownership interest in any entity which becomes a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% member of the non-voting equity interests Group after the date of this Agreement. (if anyd) and 65% of the voting equity interests of such foreign subsidiary), The Obligors need only perform their obligations under paragraphs (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests inabove if it is not unlawful for the relevant person to execute and deliver such Security Documents and that person executing and delivering such Security Documents would not result in personal liability for that person’s directors or other management and if KDVS (acting reasonably) does not consider that the granting of such Security Interests would be materially disadvantageous to the tax position of it or the acquired entity. Each Obligor must use, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine must procure that the costs relevant person uses, all reasonable endeavours lawfully to avoid any such unlawfulness or other consequences of obtaining personal or tax liability. This includes agreeing to a limit on the amount secured. The Facility Agent may (but shall not be obliged to) agree to such a security interest are excessive limit if, in relation its opinion, to do so might avoid the value of relevant unlawfulness or personal liability. (e) Each Obligor shall, at its own expense, execute and do all such assurances, acts and things as the Security Agent may reasonably require: (i) for registering any Security Documents in any required register and for perfecting or protecting the security intended to be afforded therebyby the Security Documents; and (ii) if the Security Documents have become enforceable, (y) for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets, and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the granting or perfecting such security interest would violate any applicable law Security Agent may reasonably think expedient. (including gaming laws and regulationsf) or contract On each date that a Security Document is entered into after the date of this Agreement, each Obligor shall procure that the documents listed in Part 5 of Schedule 2 (and with regard to which contract Conditions precedent documents) in respect of the counterparty thereto requires such prohibition as a condition to Obligor entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating Security Document are delivered to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Facility Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) Borrowing Base Properties comprising the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsMinimum Collateral Amount, and (ii) unless there is a Market Financingprior to any Distributions being permitted to be made to any Restricted Subsidiary pursuant to the terms of Section 10.2(b) and/or the definition of “Permitted Investments,” all of the issued and outstanding Equity owned by Parent, Borrower and each Restricted Subsidiary of Borrower and each such Restricted Subsidiary. On the Closing Date, the indebtedness outstanding Credit Parties (as applicable) shall deliver to Administrative Agent for the ratable benefit of each Bank, the Mortgages and Amendments to Mortgages in form and substance acceptable to Administrative Agent and duly executed by each such Credit Party (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in the Borrowing Base Properties and other interests of any Credit Party required by this Section 6.1(a). Parent and Borrower hereby authorize Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Senior Facilities Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Redetermination Date after the Closing Date and at such other times as Administrative Agent or Required Banks shall request, Parent, Borrower and each Restricted Subsidiary shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Parent, Borrower and any such Restricted Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 6.1(a) preceding with respect to the Borrowing Base Properties acquired by Parent, Borrower and each Restricted Subsidiary subsequent to the last date on which Parent, Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 6.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks; provided, however, that nothing contained in this Section 6.1(b) shall be construed to require Liens covering and encumbering Borrowing Base Properties comprising more than the Minimum Collateral Amount. (c) At any time Parent, Borrower or any Restricted Subsidiary is required to execute and deliver Mortgages and/or Amendments to Mortgages to Administrative Agent pursuant to this Section 6.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions, and in each case addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Parent’s, Borrower’s or such Restricted Subsidiary’s title to the Borrowing Base Properties comprising the Minimum Collateral Amount which are subject to such Mortgages, and (ii) the validity, perfection and priority of the Liens created by such Mortgages (as amended by the Amendments to Mortgages, as applicable) and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 6.1(a)(ii), Section 10.2 and the First Lien Notes definition of “Permitted Investments,” Parent, Operating, Borrower or any Indirect Subsidiary (as applicable) shall vote execute and deliver to Administrative Agent a Parent Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of Operating, Borrower and any such Restricted Subsidiary of every class owned by Parent or such Indirect Subsidiary (as a single classapplicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), including in respect of directing and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Collateral Agent in respect thereof. The relative rights Liens required by Section 6.1(a)(ii) and priorities Section 10.2 in the Collateral for issued and outstanding Equity of Operating, Borrower and each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementsuch Restricted Subsidiary.

Security. Subject (1) In each case subject to Permitted Exceptions, by the applicable dates specified below, the Borrowers shall provide or cause to be provided by the Domestic Guarantors and the Foreign Guarantors, as the case may be, to the limitations set forth below Administrative Agent, for and on behalf of the Lenders, as continuing collateral security for the present and future indebtedness and liability of the Borrowers, the obligations of the Domestic Guarantors under the Domestic Guarantee and the obligations of the Foreign Guarantors under the Foreign Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “Security”), in form and substance satisfactory to the Administrative Agent, acting reasonably, together with any relevant reasonably required power of attorney, registrations, filings and other exceptions, if any, supporting documentation deemed necessary by the Administrative Agent or its counsel to be agreed uponperfect the same or otherwise in respect thereof: (a) in the case of each Domestic Guarantor, the First Lien Notes and Domestic Guarantee under Article 23 hereof, effective as of the First Lien Note Guarantees will be secured by date hereof; (b) in the case of each Foreign Guarantor, a first-priority Foreign Guarantee dated as of the Closing Date; (c) general security agreements which for greater certainty shall not include a hypothec with respect to moveable property located in the Province of Quebec dated as of the Closing Date constituting a security interest in substantially all the owned material personal property (or moveable property, as applicable) and assets of the Issuer Loan Parties (including all contract rights, inventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which charge shall be a first ranking and exclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (each First Lien Note Guarantorbeing a “Security Agreement”), and subject to the grace periods specified in each Security Agreement and in connection with deposit accounts, Section 8.01(18)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; (d) Subordination and postponement agreement in respect of the loan to be made to 6575064 Canada Inc. or the Borrower by Lender Sub, as defined in, and as contemplated by the Arrangement Agreement; (e) within 60 days following the acquisition of any Material Owned Real Property, or, in the case of the Xxxxxx Xxxxx Road Property, by no later than the second anniversary of the Arrangement Date (if a Loan Party then owns such real property), debentures, mortgages, deeds of trust or deeds to secure debt (or immoveable hypothec, as applicable) constituting a charge on such real property (or immoveable property, as applicable) of the Loan Parties (as determined by the Administrative Agent), which charge shall be a first ranking and exclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (each case whether owned on being a “Debenture”); and (f) within 30 days following the Closing Date (or thereafter acquired (collectively, such later date as the “Collateral”Administrative Agent may agree in its reasonable discretion), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiaryLoan Party located outside of Canada and the United States, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)security agreements, (b) a lien on cashdebentures, deposit accounts and securities accountsmortgages, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs pledge agreements or other consequences of obtaining such agreements or instruments as may be reasonably necessary to grant a security interest are excessive in relation to the value of the security to be afforded thereby, (y) its assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions on terms consistent with the Opco First Lien Notes Documentation Principles; Security provided by Loan Parties domiciled in Canada and provided the United States. (2) Subject to Permitted Exceptions, Open Text will from time to time at its expense duly authorize, execute and deliver (or cause the applicable Loan Party to authorize, execute and deliver) to the Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent by the Credit Documents and of the rights and remedies therein granted to the Administrative Agent, including the filing of financing statements or other documents under any Law with respect to the Encumbrances created thereby. The Loan Parties acknowledge that the pledge Credit Documents have been prepared on the basis of equity interests Law in effect on the Closing Date, and that changes to Law (including as a result of the coming into force of the Securities Transfer Act (Ontario) or any other securities will similar legislation) may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be subject amended, supplemented or replaced (and Open Text shall, or shall cause the applicable Loan Party to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating duly authorize, execute and deliver to the Issuer’s and its subsidiaries’ bank accounts Administrative Agent any such amendment, supplement or securities accounts. All of replacement reasonably requested by the above-described pledges, security interests and mortgages shall be created on terms, and pursuant Administrative Agent with respect to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior Credit Documents) within 30 days of written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that request therefor (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu to reflect any change in all respectsLaw, and whether arising as a result of statutory amendments, court decisions or otherwise; (ii) unless there is a Market Financing, to facilitate the indebtedness outstanding under creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Senior Facilities and Administrative Agent Encumbrances similar to the First Lien Notes shall vote together as a single class, including in respect of directing Encumbrances created or intended to be created by the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCredit Documents.

Security. Subject In order to secure the due payment and performance by the Borrower of all of the debt, liabilities and obligations, whether matured or unmatured, direct or contingent, whether or not evidenced by a Note or any other instrument or document, of the Borrower or any Owner Trustee to the limitations set forth below Agents and other exceptions, if any, to be agreed uponthe Banks under this Agreement, the First Lien Notes or the Loan Documents, whether now existing or hereafter arising, including, without limitation, the due and punctual payment of the principal of and the First Lien Note Guarantees will be secured by interest (including interest accruing under the terms hereof during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes according to their terms and effect, and all indemnities, fees, costs and expenses from time to time payable to any Agent or the Banks under the Loan Documents, including, without limitation, all costs of administration and enforcement of the Loan Documents, and all Debt, liabilities and obligations of the Borrower under any Interest Rate Contracts or Foreign Exchange Contracts with any Bank (all such debt, liabilities and obligations are hereinafter referred to, collectively, as the “Obligations”), each Engine Owner shall: (a) grant to the Security Agent a first-priority perfected security interest and Lien on, and assign to the Security Agent, for itself, the other Agents and the Banks, all right, title and interest of the Borrower and its Subsidiaries (other than WEST and the WEST Subsidiaries) in and to substantially all of its assets and properties other than Excepted Collateral, subject to the provisions of Section 2.25), whether now existing or owned material assets or hereafter acquired, by the execution and delivery to the Security Agent of a security agreement in the Issuer and each First Lien Note Guarantorform of Exhibit G hereto (as amended, in each case whether owned on the Closing Date modified or thereafter acquired (collectivelysupplemented from time to time, the “CollateralSecurity Agreement”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), ; (b) grant to the Security Agent a lien on cashfirst priority perfected, deposit accounts and securities accountssecured Lien on, and assign to the Security Agent, for itself, the other Agents and the Banks, all right, title and interest of the Borrower in and to all “Collateral” (as such term is defined in the Mortgage) whether now existing or owned or hereafter acquired, by the execution and delivery to the Security Agent of a mortgage and security agreement in the form of Exhibit H hereto (as amended, modified or supplemented from time to time, the “Mortgage”), (c) perfected first-priority security interests in, and mortgages on, substantially pledge to the Security Agent all owned tangible and intangible assets of the Issuer issued and each First Lien Note Guarantor outstanding shares of capital stock of all Subsidiaries directly owned by the Borrower pursuant to a master pledge agreement in the form of Exhibit I hereto (includingas amended, but not limited tomodified or supplemented from time to time, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real propertythe “Share Pledge Agreement”); (d) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as enter into beneficial interest pledge agreements to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation pledge to the value Security Agent all of the security to be afforded therebyBorrower’s right, (y) assets to which the granting or perfecting such security title and interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course Beneficial Interest under each Trust Agreement, each in the form of businessExhibit J hereto (each, such restriction is consistent with industry custom and consent has been requested and not receivedas amended, modified or supplemented from time to time, a “Beneficial Interest Pledge Agreement”); (e) cause each Owner Trustee to enter into an owner trustee mortgage in favor of the Security Agent in the form of Exhibit K hereto (as amended, but only so long modified or supplemented from time to time, an “Owner Trustee Mortgage”); (f) cause each Owner Trustee to enter into an owner trustee guarantee in the form of Exhibit L hereto in favor of the Security Agent, guarantying the performance of the Obligations (as such grant amended, modified or perfection would violate any such law or contractsupplemented from time to time, and an “Owner Trustee Guarantee”); (zg) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject cause each Leasing Subsidiary to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating assign to the IssuerSecurity Agent pursuant to lease security assignments in the form of Exhibit M hereto all of such Leasing Subsidiary’s rights under subleases of Engines and its subsidiaries’ bank accounts Equipment (each, as amended, modified or securities accounts. All supplemented from time to time, a “Leasing Subsidiary Security Assignment”); (h) cause each Subsidiary (other than WEST and the WEST Subsidiaries) to enter in a subsidiary guaranty in favor of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities Security Agent in the Collateral for each form of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor AgreementExhibit N hereto (each, which shall provide that as amended, modified or supplemented from time to time, a “Subsidiary Guaranty”); (i) make such filings with the indebtedness outstanding FAA, International Registry, the U.S. Patents and Trademarks Office and otherwise under the Senior Facilities UCC as shall be required to perfect the Lien of the Security Agent with respect to all Collateral under the Security Documents; (j) execute and deliver or cause to be executed and delivered such other agreements, instruments and documents as the First Lien Notes are pari passu Security Agent may reasonably require in all respectsorder to effect the purposes of the Security Agreement, and this Agreement (ii) unless there is a Market Financingthe Security Agreement, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior FacilitiesMortgage, the First Lien Notes Custodial Agreement, the Share Pledge Agreement, each Owner Trustee Mortgage, each Beneficial Interest Pledge Agreement, each Subsidiary Guaranty, each Owner Trustee Guarantee, the Leasing Subsidiary Security Assignments, the UCC financing statements, and such other agreements, instruments and documents are referred to collectively as the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement“Security Documents”).

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge Each Credit Party agrees that at all times before the termination of this Agreement, payment in full of the Obligations, the termination and return of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the equity interests directly held Issuing Lender in its sole discretion have been made) and termination in full of the Commitments, the Administrative Agent shall have an Acceptable Security Interest in the Collateral to secure the performance and payment of the Secured Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly grant to the Administrative Agent a Lien in any Property of such Credit Party or such Subsidiary now owned or hereafter acquired (other than leased real property unless otherwise requested by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if anyAdministrative Agent) and 65% of to take such actions as may be required under the voting equity interests of Security Documents to ensure that the Administrative Agent has an Acceptable Security Interest in such foreign subsidiary), Collateral. (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets Notwithstanding the generality of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedforegoing Section 5.9(a), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding Credit Parties shall deliver to the Administrative Agent within 14 days after the Amendment No. 7 Effective Date fully executed control agreement(s) covering each of the deposit accounts of the Credit Parties held with Xxxxx Fargo Bank, National Association as required under Section 6.20 of the Senior Facilities and the First Lien Notes are pari passu in all respectsCredit Agreement, and (ii) unless there is a Market Financingthe Credit Parties shall deliver to the Administrative Agent within 30 days after the Amendment No. 7 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) stock certificates representing sixty-five percent (65%) of the outstanding Voting Securities issued by such Credit Parties’ Foreign Subsidiaries, together with duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to the Administrative Agent and (iii) with respect to each real property set forth on Schedule 5.9(b), the indebtedness outstanding Credit Parties shall provide the following to the Administrative Agent within 120 days after the Amendment No. 7 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion): (i) fully executed Mortgages covering such real property; (ii) if applicable, flood determination certificates and, if applicable, flood insurance as required under Section 5.3(c) above; (iii) satisfactory Lien searches from the Senior Facilities counties in which such real property is located and, if necessary, releases for Liens reflected thereon that are not Permitted Liens; (iv) a favorable opinion of counsel for the Credit Parties in form and substance reasonably satisfactory to the First Lien Notes shall vote together Administrative Agent related to such Mortgage; and (v) with respect to each Mortgage, a mortgagee policy of title insurance or marked unconditional binder of title insurance, fully paid for by the Borrower, insuring such Mortgage as a single classvalid first priority Lien on the Property described therein in favor of Administrative Agent, including in respect free of directing all Liens other than the Collateral Permitted Liens, and otherwise reasonably acceptable to the Administrative Agent, which policy of title insurance shall be issued by any other nationally recognized title insurance company, reflecting a coverage amount agreed upon by the Administrative Agent in respect thereof. The relative rights and priorities in such title company not to exceed the Collateral for each fair market value of such Property; it being understood that (A) such mortgagee policy title insurance shall have been issued at the Senior Facilities, Borrower’s expense and (B) shall contain such customary endorsements as may be reasonably required by the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementAdministrative Agent.

Security. Subject (1) In each case subject to Permitted Exceptions, by the limitations set forth below and other exceptionsapplicable dates specified below, if any, the Borrower shall provide or cause to be agreed upon, provided by the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note GuarantorGuarantors, in each case whether owned case, to the Administrative Agent, for and on behalf of the Closing Date or thereafter acquired (collectivelyLenders, as continuing collateral security for the present and future indebtedness and liability of the Borrower and the obligations of the Guarantors under the Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “CollateralSecurity”), including but not limited toin form and substance satisfactory to the Administrative Agent, acting reasonably, together with any relevant reasonably required power of attorney, registrations, filings and other supporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (Guarantee, which pledge, in the case of any foreign subsidiary, guarantees shall be limited to 100% reaffirmed as of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), Closing Date pursuant to Section 22.01; (b) general security agreements (which, for greater certainty, shall not include a lien on cashhypothec with respect to moveable property located in the Province of Québec) dated as of January 16, 2014 or thereafter if such person became a Loan Party thereafter, and reaffirmed as of the Closing Date pursuant to Section 22.01, constituting a security interest in all personal property (or moveable property, as applicable) and assets of the Loan Parties (including all contract rights, inventory, accounts, general intangibles, Equity Securities, deposit accounts and securities accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which security interest shall be of first priority, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “Security Agreement”), and subject to the grace periods specified in each Security Agreement and in connection with deposit accounts, Section 6.01(15)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, within 60 days following (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs Closing Date or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets the acquisition of any Material Owned Real Property, debentures, mortgages, deeds of trust or deeds to which secure debt (or immoveable hypothec, as applicable) constituting a charge on such real property (or immoveable property, as applicable) of the granting or perfecting such security interest would violate any applicable law Loan Parties (including gaming laws and regulations) or contract (and with regard to which contract as determined by the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedAdministrative Agent), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There which charge shall be neither lockbox arrangements nor any control agreements relating a first ranking and exclusive charge, subject, if and to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledgesextent applicable, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for Permitted Encumbrances (each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is being a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement“Debenture”).

Security. Subject to the limitations set forth below The Borrower shall: promptly (and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of registrations, within any foreign subsidiaryapplicable timelines), shall be limited to 100% execute and provide all such assurances, and do all such acts and things, as any Security Agent may reasonably require: for registering any Security Documents and for perfecting or protecting the Transaction Security; and if the Security Documents have become enforceable, for facilitating the realisation of all or any part of the non-voting equity interests (if any) Secured Property and 65% the exercise of all powers, authorities and discretions vested in any Security Agent or in any receiver of all or any part of those assets; promptly execute all transfers, conveyances, assignments and releases of the voting equity interests of such foreign subsidiary)assets subject to the Transaction Security, (b) a lien on cash, deposit accounts and securities accountswhether to any Security Agent or to its nominees, and (c) give all notices, orders and directions which any Security Agent may reasonably think expedient in relation thereto; [and] take or cause to be taken all reasonable action required of it or necessary under Applicable Law to preserve, maintain, register and perfect the Transaction Security as valid, enforceable and perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets Security in favour of the Issuer Secured Parties under the Security Documents enjoying the ranking contemplated in the Security Documents[; [and]] [other requirements for ongoing Security updates to be included if required]. Real Property167 The Borrower shall: legally and each First Lien Note Guarantor beneficially own at all times (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real propertysubject only to the Transaction Security) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as all Real Property required to which carry out the Issuer and Collateral Project at the Site; supply to any Security Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive on demand any information in relation to its Real Property that such Security Agent reasonably requires; repair and keep in good and substantial repair to the value reasonable satisfaction of each Security Agent all buildings, trade and other fixtures, plant, machinery and chattels at any time (and, prior to a Default, on reasonable notice) forming part of the security to be afforded thereby, (y) assets to which the granting or perfecting Secured Property and when necessary replace such security interest would violate items with others of similar quality and value; not at any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities time without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that a Security Agent (i) effect, carry out or permit any demolition, reconstruction or rebuilding of or any structural alteration or material change in the indebtedness outstanding under use of the Senior Facilities and the First Lien Notes are pari passu in all respectsReal Property, and or (ii) unless there is a Market Financingsever or unfix or remove any of the fixtures, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single classfittings, including plant or machinery (other than its stock in respect of directing the Collateral Agent trade or work in respect thereof. The relative rights and priorities progress) on or in the Collateral Secured Property (except for each of the Senior Facilities, the First Lien Notes purpose and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementcourse of making necessary repairs to that item or of replacing that item with new or improved models or substitutes); observe and perform all restrictive and other covenants, stipulations and obligations now or at any time affecting any of its Real Property to the extent that they are subsisting and capable of being enforced; ensure that adequate security arrangements are in place to protect all Real Property (to the extent reasonably practicable) from events of terrorism and sabotage; and duly and diligently enforce all restrictive or other covenants, stipulations and obligations benefiting any of its Real Property and not waive, release or vary (or agree so to do) the obligations of any other party thereto.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets first -------- and prior Liens (subject only to Permitted Encumbrances) encumbering one hundred percent (100%) of the Issuer issued and outstanding capital stock of every class of each First Lien Note Guarantor, in each case whether owned on Restricted Subsidiary of Borrower. On or before the Closing Date or thereafter acquired Date, Borrower shall (collectively, the “Collateral”), including but not limited to: i) execute and deliver to Administrative Agent (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgeRestricted Subsidiary Pledge Agreement, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets such UCC-1 financing statements as to which the Issuer and Collateral Administrative Agent shall reasonably determine that request to fully evidence and perfect the costs or other consequences of obtaining Liens created by such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Restricted Subsidiary Pledge Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financingdeliver to Administrative Agent the certificate(s) evidencing the issued and outstanding capital stock of SWAT, duly endorsed or accompanied by appropriate blank stock powers. (b) The Obligations shall be further secured by first and prior Liens (subject only to Permitted Encumbrances) encumbering (i) certain oil and gas properties owned by Borrower and its Restricted Subsidiaries designated by Administrative Agent and Required Banks, and (ii) all Related Assets (to the indebtedness outstanding under extent Borrower has requested that the Senior Facilities value of such Related Assets be taken into account by Administrative Agent and Required Banks for purposes of establishing the First Lien Notes Borrowing Base). Within sixty (60) days after the Closing Date, Borrower shall vote together deliver to Administrative Agent for the ratable benefit of each Bank, such assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments (each duly authorized and executed) as a single classAdministrative Agent shall deem necessary or appropriate to assign and convey the Existing Mortgages to Administrative Agent for the benefit of each Bank and to confirm, including evidence and perfect the Liens created by the Existing Mortgages in respect favor of directing Administrative Agent for the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each ratable benefit of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementBanks.

Security. Subject to the limitations set forth below in this section and other exceptions, if any, subject to be agreed uponthe Intercreditor Agreement (as defined below) and the Certain Funds Provision, the First Lien Notes and ABL Borrower Obligations, the First Lien Note ABL Guarantees and, at the Borrower’s option, the Hedging/Cash Management Arrangements will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge security interest in all personal property of all the equity interests directly held by Borrower and the Issuer or any First Lien Note Guarantor Guarantors consisting of ABL Collateral (which pledge, as defined in the case of any foreign subsidiary, shall be limited to 100% of Builders Credit Agreement (as defined below)) (the non-voting equity interests (if any“ABL Facility Collateral”) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected firstsecond-priority security interest in the First-Lien Facility Collateral (as defined in Exhibit C hereto) (together with the ABL Facility Collateral, the “Collateral”), in each case subject to permitted liens, including in respect of the First-Lien Facility and to exceptions and limitations consistent with the ABL Documentation Principles. In addition, the ABL Administrative Agent will be granted the right to use trademarks, trade names and other intellectual property in connection with the sale of inventory or accounts receivable under a royalty free license agreement. The Borrower shall not be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement; provided that the Borrower shall use commercially reasonable efforts to obtain the same for any location where inventory is located in excess of an amount to be agreed upon and where the Borrower’s books and records are located; provided further that the failure to obtain the same shall not cause an event of default or result in inventory or accounts receivable becoming ineligible, but the ABL Administrative Agent may impose a customary rent reserve for any such location located in a “landlord-lien state”. Notwithstanding anything to the contrary, the Borrower and the subsidiary Guarantors shall not be required, nor shall the ABL Administrative Agent be authorized, (i) to perfect the above-described pledges, security interests in, and mortgages on, substantially all owned tangible and intangible assets by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the Issuer secretary of state (or similar central filing office) of the relevant State(s) and each First Lien Note Guarantor filings in the applicable real estate records with respect to mortgaged properties or any fixtures relating to mortgaged properties, (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, B) filings in United States government offices with respect to intellectual property and real propertyas expressly required in the ABL Documentation, (C) except for (v) mortgages in respect of fee-owned real property with a fair market value less than $15.0 million and leaseholdsin excess of an amount to be agreed, (wD) vehiclessubject to the Intercreditor Agreement, delivery to the ABL Administrative Agent (or to the First-Lien Administrative Agent under the First-Lien Facility on its behalf in the case of First-Lien Facility Collateral) to be held in its possession of all Collateral consisting of intercompany notes, stock certificates of the Borrower and its subsidiaries and instruments, in each case as expressly required in the ABL Documentation, or (E) control agreements as set forth under “Cash Management/Cash Dominion” below, (xii) those to enter into any control agreement with respect to any deposit account or securities account (except as set forth under “Cash Management/Cash Dominion” below) or (iii) to take any action (other than the actions listed in clause (i)(A) and (D) above) with respect to any assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value located outside of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accountsUnited States. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant terms to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities ABL Documentation; and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect none of directing the Collateral Agent in respect thereof. The relative rights shall be subject to other pledges, security interests or mortgages (except liens relating to the First-Lien Facility, permitted liens and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes other exceptions and the Second Lien Notes will baskets to be set forth in the First Lien/Second Lien Intercreditor AgreementABL Documentation).

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering Proved Mineral Interests with a first-priority security interest in substantially all the owned material assets Recognized Value not less than ninety percent (90%) of the Issuer and each First Lien Note Guarantor, in each case whether Recognized Value of all Proved Mineral Interests owned on by Borrower. On the Closing Date Date, Borrower shall deliver to Agent for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Agent and duly executed by Borrower together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Agent shall deem necessary or thereafter acquired appropriate to grant, evidence and perfect first and prior Liens in Proved Mineral Interests with a Recognized Value not less than ninety percent (collectively, 90%) of the “Collateral”), including but not limited to: (a) a perfected first-priority pledge Recognized Value of all the equity interests directly Proved Mineral Interests held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), Borrower. (b) a lien On or before each Redetermination Date and at such other times as Agent or Required Banks shall request, Borrower shall execute and deliver to Agent, for the ratable benefit of each Bank, Mortgages granting, evidencing and perfecting the Liens required by Section 6.1(a) preceding with respect to all Proved Mineral Interests acquired by Borrower subsequent to the last date on cashwhich Borrower was required to execute and deliver Mortgages pursuant to this Section 6.1(b), deposit accounts and securities accountsor which, and for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Agent for the ratable benefit of Banks. (c) perfected first-priority security interests inAt any time Borrower is required to execute and deliver Mortgages to Agent pursuant to this Section 6.1, Borrower shall also deliver to Agent such opinions of counsel (addressed to Agent) and mortgages on, substantially all owned tangible and intangible assets other evidence of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets title as to which the Issuer and Collateral Agent shall reasonably determine that the costs deem necessary or other consequences of obtaining such a security interest are excessive in relation appropriate to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that verify (i) Borrower's title to the indebtedness outstanding under the Senior Facilities and the First Lien Notes Proved Mineral Interests which are pari passu in all respectssubject to such Mortgages, and (ii) unless there is a Market Financingthe validity, the indebtedness outstanding under the Senior Facilities perfection and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each priority of the Senior Facilities, the First Lien Notes Liens created by such Mortgages and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementsuch other matters regarding such Mortgages as Agent shall reasonably request.

Security. Subject to (a) Payment of the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees Obligations and the performance of the covenants set forth in this Agreement and the other Loan Documents will be secured secured, directly or indirectly, by a first-first priority (except as between and KBK and the holders of Permitted Liens) perfected security interest in substantially all interest, mortgage, assignment or lien, as the owned material assets of the Issuer and each First Lien Note Guarantorcase may be, in each case whether owned on and upon the Closing Date or thereafter acquired following described property and assets: (collectively, the “Collateral”), including but not limited to: (ai) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) All present and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities future accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, documents, instruments, general intangibles, investment property, intellectual property and real property) except for chattel paper (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest terms are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into defined in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedUCC), but only so long as such grant or perfection would violate any such law or contractnotes receivable, drafts, acceptances, rental agreements and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control lease agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without foregoing, and contract rights now owned or existing and hereafter acquired or arising, wherever located, of the prior written consent Borrower and Pondxx Xxxrgy Services, Inc., a Delaware corporation ("Pondxx - Xelaware"), all books and records pertaining to the foregoing, and all the proceeds thereof, which property and assets are more particularly described in, and which security interests will be evidenced by, Collateral Security Agreements in form and substance satisfactory to KBK; and (ii) a pledge of PropCo. The relative rights 100% of the issued and priorities outstanding shares of capital stock of Pondxx - Xelaware, such pledge to be evidenced by a Pledge Agreement in form and substance satisfactory to KBK; and (iii) all sums due to Borrower from KBK by way of advances, reserves, residuals and any other amounts so due at any time, and all funds of Borrower in the Collateral possession or control of KBK, from whatever source; and (iv) all sums now or hereafter on deposit in any deposit account maintained by KBK or a third party as agent or bailee for each KBK for the deposit and collection of remittance drafts and other proceeds of Collateral, whether held as a general or special account, or otherwise. (b) Payment of the Senior Facilities Notes and the First Lien Notes will be Obligations and the performance of the covenants set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities this Agreement and the First Lien Notes are pari passu other Loan Documents will be guaranteed by Pondxx - Xelaware (hereinafter sometimes referred to as the "Guarantor"), each such guaranty to be evidenced by a Guaranty in all respectsform and substance satisfactory to KBK. (c) The Borrower will, and (ii) unless there is a Market Financingwill cause Pondxx - Xelaware and any other U.S. Subsidiary acquiring assets pursuant to Section 6.A hereof to, the indebtedness outstanding under the Senior Facilities execute, acknowledge and the First Lien Notes shall vote together deliver to KBK such instruments, chattel mortgages, security agreements, security agreement-pledges, statements, assignments and financing statements, in form and substance acceptable to KBK as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral good faith and discretion of counsel for each KBK may be necessary to enforce, grant to KBK and perfect the security interests, liens, assignments and mortgages on the Collateral. Each of the Senior Facilities, Borrower and KBK agrees that all Collateral now or hereafter securing any of the First Lien Notes Obligations hereunder also shall serve any and all other indebtedness and liabilities now or hereafter owing by the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementBorrower to KBK.

Security. Subject (a) As security for the full and timely payment and performance of all Obligations, which security shall ratably secure the Obligations, the Bank of America Obligations and the Prudential Obligations, the Borrower shall, and shall cause all other Credit Parties to, on or before the Closing Date, do or cause to be done all things necessary in the reasonable opinion of the Collateral Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Collateral Agent for the First Lien Notes benefit of the Lender and the First Lien Note Guarantees will be secured by other Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than restrictions on transfer imposed by applicable securities laws or Permitted Liens). Without limiting the owned material assets of foregoing, the Issuer Borrower and each First Lien Note Guarantor, Material Subsidiary having rights in each case whether owned any Collateral shall on the Closing Date or thereafter acquired deliver to the Collateral Agent, in form and substance reasonably acceptable to Lender, (collectively, the “Collateral”), including but not limited to: (aA) a perfected first-priority Security Agreement of the Borrower and each Domestic Subsidiary which shall grant to the Collateral Agent for the benefit of the Secured Parties a security interest in and lien on all Collateral described therein, subject to no Liens other than Permitted Liens, (B) a Pledge Agreement of the Borrower and each Material Subsidiary owning any Subsidiary Securities which shall pledge to the Collateral Agent for the benefit of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to Secured Parties 100% of the non-voting equity interests Subsidiary Securities of all Domestic Subsidiaries; (if anyC) and 65% of the voting equity interests of certificates representing such foreign subsidiary)Subsidiary Securities, (b) a lien on cash, deposit accounts and securities accountstogether with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, and (cD) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of Uniform Commercial Code financing statements reflecting the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none favor of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsAgent on such Subsidiary Securities, and (ii) unless there is a Market Financing, shall take such further action and deliver or cause to be delivered such further documents as required by the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together Security Instruments or otherwise as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in may request to effect the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementtransactions contemplated by this Section 7.

Security. Subject (a) In order to secure the Obligations of the Company under this Indenture and the Notes, the Company will execute and deliver to the limitations Trustee on the Issue Date, the joinder agreements to each of the Security and Pledge Agreement and the Collateral Trust Agreement such that the Security Documents, after giving effect to such joinder agreements effective upon the Issue Date, will create the Liens intended to be created thereunder, with the priority set forth below therein and other exceptions, if anyon the Collateral, to be agreed uponsecure the Obligations. (b) If (i) any Subsidiary becomes a Guarantor, (ii) the Company or any Guarantor acquires any property (other than Excluded Property) that is not automatically subject to a perfected security interest under the Security Documents, or (iii) any Excluded Property ceases to fit within the definition thereof, the First Lien Notes and Company or such Guarantor shall notify the First Lien Note Guarantees will be secured by a first-priority security interest Collateral Agent in substantially all the owned material assets of the Issuer and each First Lien Note Guarantorwriting thereof and, in each case whether owned at the sole cost and expense of the Company or Guarantor and as soon as reasonably practicable after such entity becomes a Guarantor, such property’s acquisition or it no longer being Excluded Property, as the case may be, execute and deliver to the Collateral Agent such mortgages, security agreement supplements and other documentation (in form and scope, and covering such Collateral on such terms, in each case consistent with the mortgages, security agreements and other Security Documents in effect on the Closing Date or thereafter acquired (collectively, the “Collateral”Issue Date), and take such additional actions (including but any of the actions described in Section 4.19(b)), as are reasonably necessary to create and fully perfect (except to the extent perfection is not limited to: required thereunder) in favor of the secured parties under the Security Documents a valid and enforceable security interest in (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, and in the case of any foreign subsidiaryreal property, mortgage lien on) such Collateral, which shall be limited free of any other Liens except for Permitted Collateral Liens. Any security interest provided pursuant to 100% this Section 11.02(b) shall be accompanied by such Opinions of Counsel as to the validity and perfection of the non-voting equity interests (if any) Liens on such property to the Company as customarily given by counsel in the relevant jurisdiction, in form and 65% of substance customary for such jurisdiction. In addition, the voting equity interests of Company shall deliver an Officers’ Certificate to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and property. (c) perfected first-priority security interests inThe Company and the Guarantors shall comply with all covenants and agreements contained in the Security Documents. (d) Each Holder, and mortgages onby accepting a Note, substantially agrees to all owned tangible and intangible assets of the Issuer terms and each First Lien Note Guarantor (includingprovisions of the Security Documents, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as the same may be amended from time to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation time pursuant to the value provisions of the Indenture and the Security Documents. (e) As among the Holders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security to be afforded therebyfor the Obligations under this Indenture and the Notes. (f) To the extent applicable, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities Company will be subject required to customary Rule 3-16 cut-back provisions. There shall comply with Section 313(b) of the Trust Indenture Act, relating to reports, and, unless the Notes are qualified under the Trust Indenture Act, the Company will not be neither lockbox arrangements nor any control agreements required to comply with Section 314(d) of the Trust Indenture Act, relating to the Issuer’s release of property and to the substitution therefor of any property to be pledged as Collateral for the Notes, except to the extent required by law. To the extent applicable, any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. The most recent appraisals required pursuant to the definition of “Fair Market Value” shall be deemed sufficient for such purposes to the maximum extent permitted by law. Notwithstanding anything to the contrary herein, the Company and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of outside counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its subsidiaries’ bank accounts staff, including “no action” letters or securities accounts. All exemptive orders, all or any portion of Section 314(d) of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant Trust Indenture Act is inapplicable to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementreleased Collateral.

Security. Subject As security for the full and timely payment and performance of all Obligations, and any other obligation or liability arising under any Loan Document or any Related Credit Arrangement, the Borrower shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things reasonably necessary in the opinion of the Administrative Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Administrative Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Secured Parties a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer except as expressly permitted hereunder. Without limiting the owned material assets of the Issuer and each First Lien Note Guarantorforegoing, in each case whether owned on the Closing Date or thereafter acquired (collectivelythe Borrower shall deliver, and shall cause each Guarantor to deliver, to the “Collateral”)Administrative Agent, including but not limited to: in form and substance reasonably acceptable to the Administrative Agent, (a) a perfected first-priority (i) the Pledge Agreement which shall pledge to the Administrative Agent for the benefit of all the equity interests directly held by Secured Parties the Issuer or any First Lien Note Guarantor Pledged Interests of each Domestic Subsidiary and Direct Foreign Subsidiary, (which pledge, ii) if such Pledged Interests are in the case form of any foreign subsidiarycertificated securities, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (b) a lien the Security Agreement and the IP Security Agreement, (c) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties on cashthe Pledged Interests and all other Collateral, deposit accounts (d) documents in form, substance and securities accountsnumber as requested by the Administrative Agent for filing with the Federal Patent and Trademark Office, the Federal Copyright Office, or such other places as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties in the Intellectual Property, (e) Qualifying Control Agreements (as defined in the Security Agreement) as provided in the Security Agreement, and (cf) perfected first-priority security interests inan Assignment of Lease with respect to each parcel of real property leased by the Borrower or a Guarantor. In addition, and mortgages onwithout limiting the foregoing, substantially all owned tangible the Borrower shall take and intangible assets of cause the Issuer Guarantors to take such further action, and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs deliver or other consequences of obtaining such a security interest are excessive in relation to the value of the security cause to be afforded therebydelivered such further documents, (y) assets as required by the Security Instruments or otherwise as the Administrative Agent may reasonably request to which effect the granting or perfecting such security interest would violate any applicable law (including gaming laws transactions contemplated by this Article IIA and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which Security Instruments. The Borrower shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsalso, and (ii) unless there is a Market Financingshall cause each Subsidiary to also, pledge to the indebtedness outstanding under Administrative Agent for the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each benefit of the Senior FacilitiesSecured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests of any Domestic Subsidiary or Direct Foreign Subsidiary acquired or created on or after the Closing Date, or otherwise acquired by any Subsidiary and not theretofore pledged to the First Lien Notes Administrative Agent for the benefit of the Secured Parties, and to deliver to the Second Lien Notes will be set forth Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the First Lien/Second Lien Intercreditor Agreementterms of Section 6.12 and of the Security Instruments.

Security. Subject The Borrower agrees that at all times before the termination of this Agreement, payment in full of the Obligations (other than reimbursement and indemnity obligations which survive but are not due and payable), the termination and return of all Letters of Credit and termination in full of the Commitments, the Administrative Agent shall have an Acceptable Security Interest in the Collateral to secure the performance and payment of the Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, grant to the limitations set forth below Administrative Agent a Lien in any Property of the Borrower or any Subsidiary now owned or hereafter acquired promptly and other exceptionsto take such actions as may be required under the Security Documents to ensure that the Administrative Agent has an Acceptable Security Interest in such Property. Notwithstanding the generality of the foregoing, from and after the Effective Date, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer Borrower or any First Lien Note Guarantor (which pledge, acquires any fee interest in the case real property having a book value in excess of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), $100,000 or (b) at the time any Person becomes a lien on cashGuarantor, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) such Person owns or holds any such fee interest in real property with a fair market value less than $15.0 million and leaseholdsof such value, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent such Credit Party shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation deliver to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Administrative Agent, First Lien Noteholders at its request after such acquisition of such property or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates such Person becomes a Guarantor, as manager of any of the PropCo facilities without case may be, the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that following: (i) the indebtedness outstanding under the Senior Facilities A fully executed and the First Lien Notes are pari passu notarized Mortgage duly recorded in all respectsappropriate places in all applicable jurisdictions, and encumbering the interest of such Credit Party in such property; and (ii) unless there If requested by the Administrative Agent, a title report issued by a title company acceptable to the Administrative Agent with respect thereto, dated not more than 30 days prior to the date such Mortgage is to be recorded and satisfactory in form and substance to the Administrative Agent, together with copies of any documents listed as exceptions to such title and, to the extent the Borrower or any Subsidiary obtains an owner’s title policy on said property, a Market Financing, mortgagee’s policy in an equal amount insuring the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementsubsection (i) above.

Security. Subject to (a) The obligations of the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will Payor shall be secured by by: (i) a first-priority security interest in substantially all the owned material assets guarantee from each of the Issuer Owner Entities (other than the Payor) in respect of all of the obligations of the Payor under the Royalty Agreement; (ii) pledges by each of the Owner Entities (other than the Payor) of equity interests in, and shareholder loans to, other Owner Entities (which shareholder loans will also be subordinated); (iii) mortgages, pledges or fiduciary assignments over all real property and mineral interests of the Payor comprising the Property (including owned property, leases, and mining concessions), as are customary in the jurisdiction where the Property is located; (iv) charges over all personal property of the Payor (including equipment, inventory and accounts receivable) by way of pledge or fiduciary assignment; (v) pledges or fiduciary assignments of all bank accounts of all Owner Entities other than BPC, with control agreements where customary; and (vi) any additional security taken by the Project Lenders under the Non-Royalty Financing (the pledge agreements, charges, fiduciary assignments (in each First Lien Note Guarantorcase, as applicable), in each case whether owned on in form and substance satisfactory to the Closing Date or thereafter acquired (collectivelyPayee, acting reasonably, are collectively referred to as the “CollateralSecurity Documents”), including but not limited to: (a) a perfected first. The Security Documents may be shared with the Project Lenders providing Non-priority pledge of all Royalty Financing if mutually agreed between the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) Payee and 65% of the voting equity interests of such foreign subsidiary), lenders. (b) a lien on cash, deposit accounts The Payee’s security shall rank pari passu with the Project Lenders providing Non-Royalty Financing. The rights and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets obligations of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There creditors shall be neither lockbox arrangements nor any control agreements relating governed by an intercreditor agreement based on the intercreditor principles attached to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates this Term Sheet as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.Appendix B.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) the indebtedness outstanding under Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the Senior Facilities and the First Lien Notes are pari passu in all respectsownership, operation and/or production of such Borrowing Base Properties, and (ii) unless there is a Market Financingall of the issued and outstanding Equity owned by Borrower and each Restricted Subsidiary of each Restricted Subsidiary. On the Closing Date, Borrower shall (A) deliver to Administrative Agent for the ratable benefit of each Bank, the indebtedness Mortgages (including, without limitation, amendments to the Existing Mortgages) in form and substance acceptable to Administrative Agent and duly executed by Borrower and/or its Subsidiaries, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to Permitted Encumbrances) in all Borrowing Base Properties and other interests of Borrower required by this Section 5.1(a), (B) execute and deliver to Administrative Agent (1) a Borrower Pledge Agreement, and (2) such UCC-1 and UCC-3 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and (C) deliver to Administrative Agent the certificate(s) evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower, duly endorsed or accompanied by appropriate blank stock powers. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Senior Facilities Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Redetermination Date after the Closing Date and at such other times as Administrative Agent or Majority Banks shall request or as otherwise required hereunder, including, without limitation, pursuant to Section 4.5 hereof, Borrower and its Restricted Subsidiaries shall execute and deliver to Administrative Agent, for the First Lien Notes ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall vote deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) preceding with respect to Borrowing Base Properties acquired by Borrower and its Restricted Subsidiaries subsequent to the last date on which Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) At any time Borrower or any of its Subsidiaries is required to execute and deliver Mortgages and/or Assignments and Amendments to Mortgages to Administrative Agent pursuant to this Section 5.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Borrower’s or such Subsidiary’s title to the Required Reserve Value of the Proved Mineral Interests which are subject to such Mortgages, and (ii) the validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Borrower or any Indirect Restricted Subsidiary (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Restricted Subsidiary of every class owned by Borrower or such Indirect Restricted Subsidiary (as a single classapplicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), including in respect of directing and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Collateral Agent in respect thereof. The relative rights and priorities Liens required by Section 5.1(a)(ii) in the Collateral for issued and outstanding Equity of each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementsuch Restricted Subsidiary.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected The Borrower hereby agrees that prior to the Collateral Release Date it will, and will cause each U.S. Subsidiary to, take such actions as the Administrative Agent or the Required Banks may from time to time reasonably request to establish and maintain first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgepriority, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests inin and Liens on all of their real and personal property Collateral, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) to the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu extent otherwise expressly provided herein or in all respectsany Collateral Document, and (ii) unless there is a Market Financingwith respect to inventory held subject to consignment arrangements or in public warehouses described from time to time to the Administrative Agent, with an aggregate fair market value not to exceed $10,000,000 at any time; PROVIDED that if the indebtedness outstanding under Borrower and its Subsidiaries should own inventory held subject to consignment arrangements or in public warehouses with an aggregate fair market value in excess of $10,000,000, then the Senior Facilities Borrower or such Subsidiary, respectively, shall have 30 days to obtain such waivers or agreements, make such filings or take such other actions as the Administrative Agent may require to ensure that the aggregate fair market value of such inventory as to which the Administrative Agent and the First Lien Notes shall vote together as Banks do not have a single classfirst-priority, including in respect perfected security interest does not exceed $10,000,000. (b) The Borrower agrees to cause each Person that becomes a U.S. Subsidiary after the Amendment Effective Time to promptly (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee, (ii) execute and deliver to the Administrative Agent a counterpart of directing the Intercompany Subordination Agreement, (iii) execute and deliver to the Borrower an Intercompany Note payable to the order of the Borrower, which Intercompany Note the Borrower will, unless the Collateral Release Date has occurred, endorse to the order of the Administrative Agent in respect thereof. The relative rights and priorities in deliver to the Administrative Agent, and (iv) unless the Collateral Release Date has occurred, grant to the Administrative Agent, for each the benefit of the Senior FacilitiesBanks, the First Lien Notes such security interests and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.Liens as are required under SECTION 6.01.10

Security. Subject (1) The Borrower and each Guarantor shall execute and deliver to the Security Agent such further or additional Securities in such form and in relation to such of its assets as the Majority Banks shall reasonably require subject to any provision of law prohibiting such person from entering into such Security. (2) Where any such prohibition as is referred to above exists, the Borrower and each Guarantor shall use their reasonable endeavours lawfully to overcome the prohibition, and the Security Agent may (but shall not be obliged to) agree with the relevant Obligor limitations set forth below on the extent of the security granted by it. (3) The Obligors shall at their own expense execute and other exceptionsdo all such assurances, if any, acts and things as the Security Agent or the Majority Banks may reasonably require for perfecting or protecting the security intended to be agreed uponafforded by the Securities or for facilitating the realisation in accordance with the Securities of all or any part of the assets which are subject to the Securities and the exercise of all powers, authorities and discretions vested in the Security Agent under the Securities or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient for the purpose of this clause 21.2(c). (4) The Obligors shall procure that in relation to each further or additional Security the relevant Borrower or Guarantor shall do all things necessary duly to perfect in the jurisdiction of its incorporation and in the jurisdiction wherein the assets which are the subject of the further or additional Securities are located, the First Lien Notes security intended to be afforded to the Agents and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all Banks under such further or additional Securities and shall deliver to the owned material assets Facility Agent such directors and shareholders resolutions, legal opinions, notices, certificates or documents of title or other items as the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Facility Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementrequire.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall at all times be secured by a first-priority security interest first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) Borrowing Base Properties comprising the Minimum Collateral Amount, and (ii) prior to any Distributions being permitted to be made to any Restricted Subsidiary pursuant to the terms of Section 9.2(b) and/or the definition of “Permitted Investments,” all of the issued and outstanding Equity owned by Borrower and each Restricted Subsidiary. On the Closing Date, the Credit Parties (as applicable) shall deliver to Administrative Agent for the ratable benefit of each Bank, the Mortgages in substantially form and substance acceptable to Administrative Agent and duly executed by each such Credit Party (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in the Borrowing Base Properties and other interests of any Credit Party required by this Section 5.1(a). Borrower hereby authorizes, for itself and on behalf of all the owned material assets of other Credit Parties, Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Issuer Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Redetermination Date after the Closing Date and at such other times as Administrative Agent or Majority Banks shall request, Borrower and each First Lien Note Guarantorother Credit Party shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such other Credit Party (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) preceding with respect to the Borrowing Base Properties acquired by Borrower and each other Credit Party subsequent to the last date on which Borrower or any such other Credit Party was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks; provided, however, that nothing contained in this Section 5.1(b) shall be construed to require Liens covering and encumbering Borrowing Base Properties comprising more than the Minimum Collateral Amount. (c) At any time Borrower or any other Credit Party is required to execute and deliver Mortgages and/or any amendments, supplements or other modifications thereto to Administrative Agent pursuant to this Section 5.1, Borrower shall, in addition to complying with its obligations under Section 8.4, also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions, and in each case whether owned addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Borrower’s or such other Credit Party’s title to the Borrowing Base Properties comprising an amount equal to sixty-five percent (65%) of the Recognized Value of the Borrowing Base Properties which are subject to such Mortgages on the Closing Date Date; provided, that Borrower shall (and shall cause each other applicable Credit Party to) comply with its obligations under Section 8.4(a),(ii) Borrower’s or thereafter acquired (collectively, such other Credit Party’s title to the “Collateral”Borrowing Base Properties comprising the Minimum Collateral Amount which are subject to such Mortgages at all times following compliance by Borrower and each other applicable Credit Party with Section 8.4(a), including but not limited to: and (aiii) the validity, perfection and priority of the Liens created by such Mortgages (as amended by any amendments, supplements or other modifications thereto, as applicable) and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Section 9.2 and the definition of “Permitted Investments,” Borrower, each Restricted Subsidiary shall execute and deliver to Administrative Agent the Borrower Pledge Agreement or a perfected firstSubsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of each Restricted Subsidiary of every class owned by Borrower or such Restricted Subsidiary (as applicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(ii) and Section 9.2 in the issued and outstanding Equity of each Restricted Subsidiary. (e) In the event Borrower or any other Credit Party forms or acquires a Foreign Subsidiary with total assets in excess of $10,000,000 in accordance with Section 9.15 of this Agreement after the date hereof, then Borrower shall promptly, or shall cause such other Credit Party to promptly, (i) pledge sixty-priority pledge six percent (66%) of all of the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to voting Equity and 100% of all of the non-voting equity interests (if any) and 65% of the voting equity interests Equity of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor Foreign Subsidiary (including, but not limited towithout limitation, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property delivery of all certificates evidencing such percentage of such issued and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to outstanding Equity of such Foreign Subsidiary which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts duly endorsed or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates accompanied by stock powers executed in blank (as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsapplicable), and (ii) unless there is a Market Financingexecute and/or deliver such other additional closing documents, the indebtedness outstanding under the Senior Facilities certificates and the First Lien Notes legal opinions as shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementreasonably requested by Administrative Agent.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets first and prior Liens (subject only to Permitted Encumbrances) encumbering one hundred percent (100%) of the Issuer issued and outstanding capital stock of every class of each First Lien Note Guarantor, in each case whether owned on Restricted Subsidiary of Borrower. On or before the Closing Date or thereafter acquired Date, Borrower shall (collectively, the “Collateral”), including but not limited to: i) execute and deliver to Administrative Agent (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgeRestricted Subsidiary Pledge Agreement, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets such UCC-1 financing statements as to which the Issuer and Collateral Administrative Agent shall reasonably determine that request to fully evidence and perfect the costs or other consequences of obtaining Liens created by such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Restricted Subsidiary Pledge Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financingdeliver to Administrative Agent the certificate(s) evidencing the issued and outstanding capital stock of SWAT, duly endorsed or accompanied by appropriate blank stock powers. (b) The Obligations shall be further secured by first and prior Liens (subject only to Permitted Encumbrances) encumbering (i) certain oil and gas properties owned by Borrower and its Restricted Subsidiaries designated by Administrative Agent and Required Banks, and (ii) all Related Assets (to the indebtedness outstanding under extent Borrower has requested that the Senior Facilities value of such Related Assets be taken into account by Administrative Agent and Required Banks for purposes of establishing the First Lien Notes Borrowing Base). Within sixty (60) days after the Closing Date, Borrower shall vote together deliver to Administrative Agent for the ratable benefit of each Bank, such assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments (each duly authorized and executed) as a single classAdministrative Agent shall deem necessary or appropriate to assign and convey the Existing Mortgages to Administrative Agent for the benefit of each Bank and to confirm, including evidence and perfect the Liens created by the Existing Mortgages in respect favor of directing Administrative Agent for the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each ratable benefit of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementBanks.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, The Obligors shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that procure that: (i) the indebtedness outstanding under Security Documents specified in Schedule 6 are executed and delivered to the Senior Facilities and Security Agent on the First Lien Notes are pari passu in all respects, and Signing Date; and (ii) unless there if a Subsidiary acquires any asset of material value or material to the operation of the business of any member of the Group, such that on the date of acquisition the Subsidiary would be required to accede as a Guarantor and execute security in favour of the Security Agent pursuant to Clause 19.32 (Obligor cover) of this Agreement (with reference to the most recent monthly and consolidated Accounts) the member of the Group acquiring such asset shall (if such asset is not, in the opinion of the Security Agent, subject to a Market Financingcharge under any existing Security Document) promptly execute and deliver to the Security Agent and in any event within 30 days of such entity becoming a member of the Group such further or additional Security Documents in relation to such assets as the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into on the Signing Date. (b) The Obligors shall procure that any entity which becomes a member of the Group after the Signing Date shall, if required by the Security Agent and if necessary in order to comply with Clause 19.32 (Obligor cover), promptly execute and deliver to the Security Agent and in any event within 30 days of such entity becoming a member of the Group such Security Documents in substantially the same terms as the Security Documents entered into at the Signing Date subject to any provision of law prohibiting such person from entering into such Security Documents. (c) Where any such prohibition as is referred to above exists, the indebtedness outstanding under Obligors shall use their reasonable endeavours lawfully to overcome the Senior Facilities prohibition. (d) The Obligors shall at their own expense execute and do all such assurances, acts and things (i) as the Security Agent may reasonably require for perfecting or protecting the security intended to be afforded by the Security Documents (and shall deliver to the Security Agent such directors and shareholders resolutions, title documents and other documents as the Security Agent may reasonably require) or (ii) as the Security Agent may require for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the First Lien Notes shall vote together as a single classexercise of all powers, including in respect of directing the Collateral Agent in respect thereof. The relative rights authorities and priorities discretions vested in the Collateral for each Security Agent or in any receiver of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementall or any part of those assets.

Security. Subject (a) In the event of the occurrence of any of (i) any downgrade of the Debt Rating of the Borrower by S&P to a Debt Rating below the limitations set forth Debt Rating of the Borrower on the Closing Date, (ii) a downgrade of the Debt Rating of the Borrower by Mxxxx’x below Baa3 or (iii) the failure of the Borrower to issue and other exceptionssell at least $350,000,000 of long-term debt securities by June 13, if any, to be agreed upon2008, the First Lien Notes Borrower shall promptly (A) take all such actions to attempt to obtain all necessary regulatory approvals and consents and (B) use all commercially reasonable efforts to procure from the First Lien Note Guarantees will be secured by a first-priority security interest lenders under the Existing Credit Agreement and under PNM Resources, Inc.’s revolving credit facility in substantially effect on the date hereof, all the owned material assets of the Issuer and each First Lien Note Guarantorconsents, in each case whether owned on required to allow it to grant security interests in its Property to the Closing Date or thereafter acquired (collectivelyAdministrative Agent for the benefit of the Lenders and, after receipt of such approvals and consents, the “Collateral”Borrower shall promptly grant a first priority perfected security interest, subject to the pari passu liens granted or to be granted as provided pursuant to Section 8.5(s), including but not limited to: in all of its Property (aother than (i) a perfected first-priority pledge the assets being Disposed of all pursuant to the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% Sale of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)Gas Assets, (bii) the Borrower’s assets secured under the FMB Indenture, but only to the extent of Insured Series First Mortgage Bonds, (iii) the Borrower’s assets which would customarily be excluded from a lien on cash, deposit accounts and securities accounts, conventional utility mortgage and (civ) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those other assets as to which the Issuer Arrangers and Collateral Agent shall the Borrower reasonably determine that the costs or other consequences cost of obtaining such a security interest or perfection thereof are excessive in relation to the value benefit to the Lenders of the security to be afforded thereby) to the Administrative Agent, for the benefit of the Lenders, as security for any obligations owing under the Facility. (yb) assets to which In connection with the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract foregoing, the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contractBorrower agrees, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and cause each its subsidiaries’ bank accounts or securities accounts. All of the above-described pledgesSubsidiaries to, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) execute and deliver any and all further documents, financing statements, agreements and instruments, including the indebtedness outstanding execution and delivery of any security agreements, mortgages, deeds of trusts or other security documents, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Senior Facilities Administrative Agent, the Arrangers or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the First Lien Notes are pari passu validity and priority of the security interests to be created in all respects, connection with the Section 7.13(a) and (ii) unless there is to the extent that any such Liens on any such Property are to be pari passu with the Liens granted or to be granted to any secured party, cause the holders of such secured obligations (or a Market Financing, representative thereof) to have entered into an intercreditor agreement acceptable to the indebtedness outstanding under the Senior Facilities Administrative Agent and the First Lien Notes shall vote together as a single classArrangers, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementon customary terms.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge Each Obligor must, and shall procure that each member of all the equity interests directly held Restricted Group, on acquiring any asset (including the establishment of any bank account) which: (i) would not be immediately and effectively charged by the Issuer or any First Lien Note Guarantor then existing Security Documents; and (A) is of a type which pledge, in is charged by the case then existing Security Documents; or (B) is otherwise material to the business of any foreign subsidiary, shall be limited to 100% that member of the non-voting equity interests (if any) Restricted Group, executes and 65% of delivers to the voting equity interests of Security Agent such foreign subsidiary), further or additional Security Documents in relation to such assets as the Majority Lenders may reasonably require and in form and substance satisfactory to them. (b) a lien Each Obligor must, and shall procure that each member of the Restricted Group, promptly on cashestablishing any bank accounts that relates to the Resort and not charged by the then existing Security Documents, deposit notify the Security Agent of the details of such bank accounts and securities accounts, execute and deliver to the Security Agent such further or additional Security Documents in relation to such accounts in form and substance reasonably satisfactory to the Security Agent provided that such Security Documents shall permit that Obligor to retain operational control over such accounts until an Event of Default has occurred and is outstanding. (c) perfected first-priority security interests inEach Obligor must, and mortgages on, substantially all owned tangible and intangible assets shall procure that each relevant person who is the holder of shares of an entity that becomes a member of the Issuer Restricted Group, execute and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets deliver to the Security Agent such further or additional Security Documents in such form as to which the Issuer and Collateral Facility Agent shall reasonably determine require creating an effective first ranking fixed Security Interest over the shares in any entity which becomes a member of the Restricted Group. (d) The Obligors need only perform their obligations under paragraphs (a) and (b) above if it is not unlawful for the relevant person to execute and deliver such Security Documents and that person executing and delivering such Security Documents would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the costs relevant person uses, all reasonable endeavours lawfully to avoid any such unlawfulness or other consequences of obtaining personal liability. This includes agreeing to a limit on the amount secured. The Facility Agent may (but shall not be obliged to) agree to such a security interest are excessive limit if, in relation its opinion, to do so might avoid the value relevant unlawfulness or personal liability. (e) Each Obligor shall, and shall procure that each other relevant member of the Group which is its Subsidiary shall, at its own expense, execute and do all such assurances, acts and things as the Security Agent may reasonably require: (i) for registering any Security Documents in any required register and for perfecting or protecting the security intended to be afforded therebyby the Security Documents; and (ii) if the Security Documents have become enforceable, (y) for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets, and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the granting or perfecting such security interest would violate any applicable law Security Agent may reasonably think expedient. (including gaming laws and regulationsf) or contract On each date that a Security Document is entered into after Closing, each Obligor shall procure that the documents listed in Part 3 of Schedule 2 (and with regard to which contract Conditions precedent documents) in respect of the counterparty thereto requires such prohibition as a condition to Obligor entering into such contractSecurity Document are delivered to the Facility Agent. (g) Nothwithstanding the foregoing, any member of the Restricted Group is permitted to establish and/or maintain bank accounts in any jurisdiction for the purpose of depositing funds from gaming or resort patrons as security for such contract has been entered into patrons’ obligations to that member of the Restricted Group or otherwise in connection with such patrons’ patronage of the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedResort (including the casino at the Resort), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with over which the Opco First Lien Notes Documentation Principles; and provided Majority Lenders will not require that the pledge of equity interests and other securities will Security Interests be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All granted in favour of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementSecured Parties.

Security. Subject As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Credit Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Lenders a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than Permitted Liens and restrictions on transfer imposed by applicable securities laws). Without limiting the owned material assets of foregoing, the Issuer Borrower and each First Lien Note Guarantor, Domestic Subsidiary having rights in each case whether owned any Subsidiary Securities shall on the Closing Date or thereafter acquired deliver to the Agent, in form and substance reasonably acceptable to the Agent, (collectively, the “Collateral”), including but not limited to: (aA) a perfected first-priority Pledge Agreement which shall pledge of all to the equity interests directly held by Agent for the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% benefit of the non-voting equity interests Agent and the Lenders (if anyi) and 65% of the voting equity interests Subsidiary Securities (other than Management Securities) of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respectsDirect Foreign Subsidiary, and (ii) unless there is a Market Financingall of the Subsidiary Securities (other than Management Securities) of each Domestic Subsidiary, (B) if such Subsidiary Securities are in the indebtedness outstanding under the Senior Facilities form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the First Lien Notes shall vote together issuer thereof has not elected to have such interests treated as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each securities under Article 8 of the Senior FacilitiesUniform Commercial Code, a control agreement (containing the First provisions described in Section 9.20(e)) from the Registrar of such Subsidiary Securities, and (D) Uniform Commercial Code financing statements reflecting the Lien Notes in favor of the Agent on such Subsidiary Securities, each in form and substance reasonably acceptable to the Agent, and shall take such further action and deliver or cause to be delivered such further documents as required by the Security Instruments or otherwise as the Agent may reasonably request to effect the transactions contemplated by this Article V. The Borrower shall, and shall cause each Domestic Subsidiary, to pledge to the Agent for the benefit of the Agent and the Second Lien Notes will be set forth Lenders (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests of any Subsidiary acquired or created after the Closing Date and deliver to the Agent all of the documents and instruments in connection therewith as are required pursuant to the First Lien/Second Lien Intercreditor Agreement.terms of Section 9.20

Security. (a) Subject to paragraph (b) below, the limitations set forth below Company shall ensure that executed copies of the Additional Security Documents are delivered to the Agent and the Security Agent together with such corporate authorities, legal opinions and other exceptionsdocuments and evidence that the Agent or the Security Agent may request (acting reasonably), if anyas soon as reasonably practicable following receipt by the Company of the consents to be obtained from the Senior Note Holders to the granting of the Additional Security Documents and in any event, within 10 Business Days of the receipt by the Agent of copies of the required consents (which copies the Company shall provide to the Agent promptly upon receipt by the Company). (b) If, prior to the fulfilment of the requirements as to the Additional Security Documents referred to in paragraph (a) above, the Majority Lenders agree, following a request from the Company, that Alternative Security should be provided, then, the Company shall ensure that executed copies of Security Documents conferring the Alternative Security are delivered to the Agent and the Security Agent (the Alternative Security Documents) together with such corporate authorities, legal opinions and other documents that the Agent or the Security Agent may request acting reasonably), as soon as reasonably practicable following receipt by the Company of the notification by the Agent of the consent by the Majority Lenders referred to above and, in any event, within 10 Business Days of receipt by the Company of notification in respect of that consent by the Agent and, to be the extent agreed uponby the Majority Lenders at the relevant time, the First Lien Notes Company shall no longer be required to comply with paragraph (a) above in respect of the Additional Security Documents. (c) The Company may, at any time, request that the Security created under the Campofrio Security Document be released, provided that: (i) contemporaneously with the release of the Security created under the Campofrio Security Document, the Company ensures that other documents creating Security over assets of members of the Group to an extent, and in a manner, acceptable to the Majority Lenders, are executed and are delivered to the Agent and the First Lien Note Guarantees will be secured by Security Agent (the Campofrio Replacement Security Documents) (together with such corporate authorities, legal opinions and other documents and evidence that the Agent or the Security Agent may request (acting reasonably)); or (ii) if such release is to permit a first-priority security interest in substantially all the owned material assets disposal of the Issuer Campofrio Assets, the net proceeds of that disposal are applied in accordance with Clause 9.2 (Mandatory prepayment and each First Lien Note Guarantorpartial cancellation – disposal of Campofrio Assets). (d) The Borrower shall ensure that, prior to or at the same time as the incurrence of any Indebtedness by it as permitted under Clause 23.6(b)(ii) (Indebtedness), it delivers to the Agent and the Security Agent executed copies of the Intercompany Loans Security Documents, together with such corporate authorities, legal opinions and other documents and evidence that the Agent or the Security Agent may request (acting reasonably). (e) Subject to paragraph (f) below, the Company may request that all Security created under the Security Documents be released provided that: (i) the Agent is satisfied that all Security granted to secure Indebtedness of any member of the Group arising under the US Facility has been released and no member of the Group is under any obligation (actual or contingent) to grant any Security to secure such Indebtedness; (ii) the Company has: (A) a Xxxxx’x Rating of at least Baa3; or (B) an S&P Rating of at least BBB-, in each case whether owned with a “stable outlook” or better; (iii) such release will not or could not reasonably be expected to result in a Default; and (iv) on the Closing Date or thereafter acquired (collectivelySecurity Release Date, the “Collateral”), including but not limited to: Company certifies that the condition in Clause 22.5(b) (aAsset coverage covenant) a perfected first-priority pledge of all the equity interests directly held is satisfied. (f) No request may be made by the Issuer or any First Lien Note Guarantor Company under paragraph (which pledge, in e) above if the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract Company has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that a: (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and Xxxxx’x Rating lower than Ba1; or (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementan S&P Rating lower than BB+.

Security. Subject (a) In order to secure the due and punctual payment of principal of and interest on the Securities when and as the same shall become due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the limitations set forth below extent permitted by law) and other exceptionsLiquidated Damages, if any, on the Securities, and performance of all other obligations of the Company to be agreed uponthe Holders or the Trustee under this Indenture and the Securities, the First Lien Notes Company has entered into the respective Security Documents to which it is a party. (b) Each Holder, by accepting a Security, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be in effect from time to time or may be amended from time to time in accordance with the provisions of the Security Documents and this Indenture, and authorizes and directs the Collateral Agent to act as mortgagee or secured party with respect thereto or to act as collateral agent pursuant to the Intercreditor Agreement. (c) As set forth in and governed by the Security Documents, as among the Holders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Securities. - 149 - 161 (d) Within 90 days after substantial completion thereof by PCAC, the Company and PAAC shall cause PCAC to use all commercially reasonable efforts (x) to grant to the Collateral Agent, for the pari passu benefit of the Secured Parties (as defined in the Intercreditor Agreement) and as additional security for the Indenture Obligations and the First Term Loan Obligations (as defined in the Intercreditor Agreement) a perfected first priority Lien Note Guarantees will be secured by a first-priority security interest in substantially all (the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned "St. Gabrxxx Xxxeline Lien") on the Closing Date or thereafter acquired St. Gabrxxx Xxxeline and (y) to deliver the following to the Collateral Agent: (i) mortgages, security agreements, fixture filings and financing statements (collectively, the “Collateral”), including but not limited to: (a"Pipeline Security Documents") a perfected first-priority pledge of all the equity interests directly held executed by the Issuer or any First Lien Note Guarantor (which pledge, PCAC and in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) form and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation substance acceptable to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws Trustee and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or sufficient to create the St. Gabrxxx Xxxeline Lien, together with evidence satisfactory to the Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each Agent that all of the Senior Facilities such documents have been recorded and the First filed, as necessary, to perfect such Lien Notes will be set forth in the First Lien Intercreditor Agreementand that all fees, which shall provide that (i) the indebtedness outstanding under the Senior Facilities taxes and the First Lien Notes are pari passu in all respects, and other expenses associated therewith have been paid; (ii) unless there is a Market Financinglien, title and Uniform Commercial Code financing statement searches showing no Liens on the indebtedness outstanding under St. Gabrxxx Xxxeline prior to the Senior Facilities St. Gabrxxx Xxxeline Lien, other than Permitted Liens and any other Liens that are acceptable to the Trustee and the First Lien Notes shall vote together Collateral Agent; (iii) a complete set of as-built site plans, surveys or engineering drawings, certified as a single classtrue and correct by PCAC, including and showing all material components of the St. Gabrxxx Xxxeline and the respective locations thereof; (iv) an opinion of local counsel to PCAC in Louisiana with respect to the form and enforceability of directing the Pipeline Security Documents and such other matters as the Trustee, the Collateral Agent in and their respective counsel may reasonably require; (v) an opinion of counsel to PCAC with respect thereof. The relative rights to the due authorization, execution and priorities in delivery of the Pipeline Security Documents and such other matters as the Trustee, the Collateral for each Agent and their respective counsel may reasonably require; (vi) certificates of insurance with respect to the Senior Facilitiesinsurance coverages required to be maintained by PCAC with respect to the St. Gabrxxx Xxxeline, - 150 - 162 naming the Collateral Agent as loss payee and naming the Collateral Agent and the Trustee as additional insureds, as applicable; (vii) such other approvals, consents, opinions or documents as the Collateral Agent, the First Lien Notes Trustee or their respective counsel may reasonably request in connection with the Pipeline Security Documents and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementany matter related thereto.

Security. Subject As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Credit Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Agent and its counsel to grant to the limitations set forth below and other exceptions, if any, to be agreed upon, Agent for the First Lien Notes and benefit of the First Lien Note Guarantees will be secured by Lenders a first-duly perfected first priority security interest in substantially all Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than restrictions on transfer imposed by applicable securities laws. In accordance with the owned material assets of foregoing, the Issuer Borrower and each First Lien Note Guarantor, Domestic Subsidiary having rights in each case whether owned any Subsidiary Securities of a Material Subsidiary shall on the Closing Date or thereafter acquired deliver to the Agent, in form and substance reasonably acceptable to the Agent, (collectively, the “Collateral”), including but not limited to: (aA) a perfected first-priority Pledge Agreement which shall pledge to the Agent for the benefit of all the equity interests directly held Agent and the Lenders the Initial Pledged Interests owned by the Issuer Borrower or any First Lien Note Guarantor such Domestic Subsidiary, (which pledge, B) if such Initial Pledged Interests are in the case form of any foreign subsidiarycertificated securities, shall be limited such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Initial Pledged Interests do not constitute securities and the issuer thereof has not elected to 100% have such interests treated as securities under Article 8 of the non-voting equity interests Uniform Commercial Code, a control agreement (if anycontaining the provisions described in SECTION 9.20(f)) and 65% of from the voting equity interests Registrar of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accountsInitial Pledged Interests, and (cD) perfected first-priority security interests inUniform Commercial Code financing statements reflecting the Lien in favor of the Agent on such Initial Pledged Interests, each in form and substance acceptable to the Agent, and mortgages on, substantially all owned tangible shall take such further action and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs deliver or other consequences of obtaining such a security interest are excessive in relation to the value of the security cause to be afforded thereby, (y) assets delivered such further documents as required by the Security Instruments or otherwise as the Agent may request to which effect the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.transactions contemplated by this ARTICLE

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest first and prior Liens (subject only to Permitted Encumbrances) covering (i) Borrower's Oil and Gas Properties selected by Administrative Agent which in substantially all the owned material assets aggregate comprise at least 80% of the Issuer total Present Value assigned by Administrative Agent to Borrower's Oil and each First Lien Note GuarantorGas Properties, in each case whether owned on (ii) the Closing Date or thereafter acquired Sterling Gas Plant, (collectively, the “Collateral”), including but not limited to: (aiii) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests issued and outstanding Equity of each existing and future Subsidiary of Borrower (if anyexclusive of REFC), and (iv) and 6550% of the voting equity interests issued and outstanding Equity of such foreign subsidiary), GLEP. (b) a lien On each occasion on cashwhich Borrower and its Subsidiaries may be required to grant Liens on any asset, deposit accounts upon submission to Borrower by Administrative Agent, Borrower and securities accountsits Subsidiaries shall promptly execute and deliver to Administrative Agent, for the ratable benefit of each Lender, Security Documents in form and substance acceptable to Administrative Agent granting first and prior Liens (subject only to Permitted Encumbrances) on the designated properties. Borrower acknowledges that all Mortgages now or hereafter executed by Borrower or its Subsidiaries will be recorded promptly and all other action necessary to perfect the liens and security interests evidenced by the Mortgages will be taken. Borrower represents and warrants to Lenders that all Mortgages (i) are or will be duly authorized, executed, and delivered by the Person executing them, (ii) constitute the valid, binding, and enforceable obligations of each Person that executed the Mortgages in accordance with their terms, and (iii) operate to create in favor of Administrative Agent, for the ratable benefit of Lenders, first priority liens in the interests covered thereby. (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets On the date of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs creation or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager acquisition by Borrower of any Subsidiary, or on the date of the PropCo facilities without the prior written consent creation or acquisition by any Subsidiary of PropCo. The relative rights Borrower of any Subsidiary, Borrower or such Subsidiary of Borrower (as applicable) shall execute and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that deliver to Administrative Agent a Pledge Agreement together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the indebtedness issued and outstanding under the Senior Facilities and the First Lien Notes are pari passu Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in all respectsblank (as applicable), and (ii) unless there is a Market Financingsuch UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities Liens required by SECTION 5.1(a)(iii) in the Collateral for issued and outstanding Equity of each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementsuch Subsidiary.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the ownership, operation and/or production of such Borrowing Base Properties, to the extent permitted by applicable law and regulations, the Exchange Funds (as defined in substantially Section 9.14), and all the owned material assets of the Issuer issued and outstanding Equity of Borrower and, prior to any Distributions being permitted to be made to any Restricted Subsidiary pursuant to the terms of Section 10.2(b) and/or the definition of “Permitted Investments,” all of the issued and outstanding Equity of such Restricted Subsidiary owned by WPC, Borrower and each First Lien Note GuarantorRestricted Subsidiary. On the Closing Date, Borrower shall deliver to Administrative Agent for the ratable benefit of each Bank, (A) the Mortgages in form and substance acceptable to Administrative Agent and Amendments to Mortgages (as applicable), in each case whether owned duly executed by Borrower and Equity Oil, as applicable, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and Equity Oil required by this Section 6.1(a), (B) the Parent Pledge Agreement duly executed by Parent, (C) such UCC-1 financing statements (each duly authorized) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens created by such Parent Pledge Agreement, and (D) to the extent not previously delivered to Administrative Agent pursuant to the terms of the Existing Credit Agreement, the certificates evidencing the issued and outstanding Equity of Borrower and Equity Oil accompanied by appropriate blank stock powers. WPC and Borrower hereby authorize Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Redetermination Date after the Closing Date and at such other times as Administrative Agent or Required Banks shall request (including, without limitation, (i) upon consummation of a Permitted Exchange, or (ii) in connection with any title and curative review and work performed after the Closing Date in connection with the CQ Acquisition), Borrower and each other Credit Party shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such other Credit Party (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 6.1(a) preceding with respect to Borrowing Base Properties acquired by Borrower and such other Credit Parties subsequent to the last date on which Borrower or any such other Credit Party was required to execute and deliver Mortgages pursuant to this Section 6.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) At any time Borrower or any other Credit Party is required to execute and deliver Mortgages (other than Mortgages to be delivered on the Closing Date or thereafter acquired (collectivelyencumbering the CQ Properties, the “Collateral”)which require evidence of title in accordance with Section 7.3) to Administrative Agent pursuant to this Section 6.1, including but not limited to: (a) a perfected first-priority pledge Borrower shall also deliver to Administrative Agent such opinions of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor counsel (including, but not limited toif so requested, accounts receivabletitle opinions within sixty (60) days of the date of any such request, inventory, equipment, general intangibles, investment property, intellectual property and real propertyin each case addressed to Administrative Agent) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets other evidence of title as to which the Issuer and Collateral Administrative Agent shall reasonably determine that the costs deem necessary or other consequences of obtaining such a security interest are excessive in relation appropriate to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that verify (i) Borrower’s or such Credit Party’s title to the indebtedness outstanding under Required Reserve Value of the Senior Facilities and the First Lien Notes Proved Mineral Interests which are pari passu in all respectssubject to such Mortgages, and (ii) unless there is a Market Financingthe validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 6.1(a)(iii), the indebtedness outstanding under the Senior Facilities Section 10.2 and the First Lien Notes definition of “Permitted Investments,” WPC, Borrower or any Indirect Restricted Subsidiary (as applicable) shall vote execute and deliver to Administrative Agent an applicable Pledge Agreement together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Restricted Subsidiary of every class owned by WPC, Borrower or such Indirect Restricted Subsidiary (as a single classapplicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), including in respect of directing and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Collateral Agent in respect thereof. The relative rights Liens required by Section 6.1(a)(iii) and priorities Section 10.2 in the Collateral for issued and outstanding Equity of each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementsuch Restricted Subsidiary.

Security. Subject to 11.1 As security for payment, observance and performance of the limitations set forth below and other exceptions, if any, to be agreed uponBorrower’s Indebtedness, the First Lien Notes Borrower agrees to execute and deliver (and cause each Other Obligant to execute and deliver),inter alia, the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired following documents (collectively, the “CollateralSecurity Documents”), including but not limited to: ) in a form and manner satisfactory to the Lender and the Lender’s solicitors: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), general security agreement from each Borrower; (b) a lien on cashan assignment of the license (the “License”) between Local Garden and the Parking Corporation of Vancouver (the “Licensor”) with respect to the premises located at 000 Xxxxxxxx Xxxxxx, deposit accounts and securities accountsVancouver, and BC; (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets an acknowledgement of the Issuer assignment of the License from the Licensor; (d) an assignment/endorsement of insurance (including extended coverage endorsement) in amounts and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation from an insurer acceptable to the value Lender on all of the present and future real and personal property of the Borrower; and (e) such other security as the Lender may reasonably require from time to time. 11.2 Each Security Document is given as additional, concurrent and collateral security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All remainder of the above-described pledgesSecurity Documents and will not operate to merge, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with novate or discharge the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings Borrower’s Indebtedness or any of its subsidiaries the other Security Documents. The execution and delivery of each Security Document will not in any way suspend or affiliates as manager affect the present or future rights and remedies of the Lender in respect of the Borrower’s Indebtedness, or the other Security Documents. No action or judgment taken by the Lender in respect of any of the PropCo facilities without Security Documents or with respect to the prior written consent of PropCo. The relative rights and priorities in Borrower’s Indebtedness will affect the Collateral for each liability of the Senior Facilities Borrower hereunder and nothing but the First Lien Notes will be set forth actual payment in full by the First Lien Intercreditor Agreement, which shall provide that (i) Borrower to the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each Lender of the Senior Facilities, Borrower’s Indebtedness will discharge the First Lien Notes and Borrower or any of the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementSecurity Documents.

Security. Subject to Each Obligor must, and shall procure that each Subsidiary, on acquiring any asset or establishing any account over which the limitations set forth below Security Agent would not immediately and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by effectively have a first-perfected first priority security interest in substantially all under the owned material assets then existing Security Documents (except to extent priority is affected as a result of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”a Permitted Encumbrance), including but not limited to: execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as the Majority Lenders may reasonably require and in form and substance satisfactory to them. (a) Each Obligor shall execute and deliver to the Security Agent such further or additional Security Documents in such form as the Majority Lenders shall require creating an effective perfected first priority Security Interest over the shares in any entity which becomes a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% member of the non-voting equity interests (if any) and 65% of Group after the voting equity interests of such foreign subsidiary), Closing Date. (b) a lien on cash, deposit accounts and securities accountsEach Obligor shall, and shall procure that each other relevant member of the Group which is its Subsidiary shall, at its own expense, execute and do all such assurances, acts and things as the Agent may reasonably require: (i) for registering any Security Documents in any required register and for perfecting or protecting the security intended to be afforded by the Security Documents; and (ii) if the Security Documents have become enforceable following an Event of Default, for facilitating the realization of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets, and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient. (c) perfected first-priority security interests inOn each date that a Security Document is entered into after the Closing Date, and mortgages on, substantially all owned tangible and intangible assets each Obligor shall procure that the documents listed in Part 3 of Schedule 2 (Conditions Precedent Documents) in respect of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to Obligor entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating Security Document are delivered to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will (a) The Obligations shall be secured by a first-priority security interest in substantially all the owned material assets of the Issuer first and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired prior Liens (collectively, the “Collateral”), including but not limited to: (asubject only to Permitted Encumbrances) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) covering and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that encumbering (i) the indebtedness outstanding under Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the Senior Facilities ownership, operation and the First Lien Notes are pari passu in all respectsproduction of such Borrowing Base Properties, and (ii) unless there all of the issued and outstanding Equity owned by Borrowers and each Subsidiary of each Subsidiary; provided that, notwithstanding anything to the contrary herein, so long as no Event of Default has occurred and is a Market Financingcontinuing, Borrowers shall not be required to pledge the Equity of the Immaterial Subsidiaries. On the Closing Date, Borrowers shall (1) deliver to Lender, the indebtedness outstanding Mortgages in form and substance acceptable to Lender and duly executed by Borrowers and their Subsidiaries (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed, as applicable) as Lender shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to Permitted Encumbrances) in all Borrowing Base Properties and other interests of Borrowers required by this Section 5.1(a). Each Borrower hereby authorizes Lender, and its agents, successors and assigns, to file any and all necessary financing statements under the Senior Facilities Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in Lender’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Documents. (b) On or before each Redetermination Date after the Closing Date and at such other times as Lender shall request or as otherwise required hereunder, including, without limitation, pursuant to Section 4.5, each Borrower and its Subsidiaries (other than the Immaterial Subsidiaries) shall execute and deliver to Lender, Mortgages in form and substance acceptable to Lender and duly executed by such Borrower and any such Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed) as Lender shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) preceding with respect to Borrowing Base Properties acquired by any Borrower and its Subsidiaries subsequent to the last date on which any Borrower or any such Subsidiary was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Lender. (c) At any time any Borrower or any of its Subsidiaries is required to execute and deliver Mortgages to Lender pursuant to this Section 5.1, such Borrower shall also deliver to Lender such opinions of counsel (including, if so requested, title opinions addressed to Lender) and other evidence as Lender shall deem necessary or appropriate to verify (i) such Borrower’s or such Subsidiary’s title to the Required Reserve Value of the Proved Mineral Interests that are subject to such Mortgages, (ii) the validity and perfection of the Liens created by such Mortgages, (iii) due execution and delivery of such Mortgages and the First Lien Notes validity, binding effect and enforceability thereof, and (iv) such other matters regarding such Mortgages as Lender shall vote reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Borrowers or any Subsidiary (as applicable) shall execute and deliver to Lender a Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Lender) evidencing the issued and outstanding Equity of any such Subsidiary of every class owned by any Borrower or such Indirect Subsidiary (as a single classapplicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), including in respect of directing and (ii) such UCC-1 and UCC-3 financing statements as Lender shall deem necessary or appropriate to grant, evidence and perfect the Collateral Agent in respect thereof. The relative rights and priorities Liens required by Section 5.1(a)(ii) in the Collateral for issued and outstanding Equity of each such Subsidiary. At the time of delivery of the Senior Facilitiesforegoing, such Borrower shall also deliver to Lender such opinions of counsel and other evidence as Lender shall deem necessary or appropriate to verify (i) such Borrower’s or the First Lien Notes Subsidiary’s title to the Equity that is subject to such pledge agreements, (ii) the perfection of the Liens created by such pledge agreements, (iii) due execution and delivery of such pledge agreements and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementvalidity, binding effect and enforceability thereof, and (iv) such other matters regarding such pledge agreements and financing statements as Lender shall reasonably request.

Security. Subject As security for the due and punctual payment of all of the Obligations, the Borrower shall, on or prior to the limitations set forth below date of the advance of the Loan, deliver or cause to be delivered to and other exceptionsin favour of the Lender and in form and substance satisfactory to the Lender and its counsel: 5.1.1 an intercreditor agreement between the Lender, if anythe Collateral Agent and The Bank of Nova Scotia (“Intercreditor Agreement”) and a collateral agency agreement between the Lender and The Bank of Nova Scotia, each in form and substance satisfactory to the Lender, pursuant to which the Lender shall have the benefit of the following existing security documents that currently secure the Existing Senior Secured Notes and the indebtedness, liabilities and obligations under the BNS Credit Agreement and The Bank of Nova Scotia shall act thereunder as collateral agent (“Collateral Agent”) pursuant to agency arrangements satisfactory in form and substance to the Lender: (a) an amended and restated General Security Agreement charging all of the Borrower’s and Lac Des Iles Mines Ltd.’s Property as security for the Obligations; (b) an amended and restated $225,000,000 Debenture from each Obligor that owns or leases real property as listed on Schedules 1.1.73 and 1.1.87, which shall be in form suitable for registration against title to each real property that is owned by an Obligor; such documents (a) to (b), inclusive, are the “Existing Security Documents”; 5.1.2 from Lac Des Iles Mines Ltd., a guarantee of the Borrower’s Obligations; 5.1.3 third party legal opinions from Borrower’s counsel concerning the Borrower and each Guarantor, this Agreement, the Intercreditor Agreement, the Guarantee referred to in Section 5.1.3 and the Existing Security Documents, to be agreed upondelivered to the Lender; 5.1.4 all share certificates, stock powers of attorney, consents, authorizations and other documents necessary in order to make valid and effective the First Lien Notes and aforementioned agreements or arrangements satisfactory to the First Lien Note Guarantees will be secured by Lender shall have been made for the transfer of these to the Lender; 5.1.5 a first-priority security interest in substantially all consent of Vale Canada Limited to the owned material assets charging pursuant to the Existing Security Documents of the Issuer Contract between Vale Canada Limited and each First Lien Note GuarantorLac des Iles Ltd., in each case whether owned on the Closing Date or thereafter acquired (collectivelyfor Palladium Copper Nickel Concentrate to be processed at Vale Canada Limited’s Copper Xxxxx Xxxxxx Smelter dated May 2, the “Collateral”)2012; and 5.1.6 a commitment to provide title insurance, including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledgelender’s policy, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent Debenture referenced in respect thereof. The relative rights 5.1.1(b) in form and priorities in substance satisfactory to the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementLender.

Security. Subject Each Obligor: (a) will procure that: (i) at all times, all assets and rights of the APR Group (excluding any Immaterial Subsidiary) are subject to first priority Security Interests in favor of the Security Trustee pursuant to the limitations set forth below terms of the Security Documents; (ii) in respect of each Share Pledge in respect of a Collateral Asset Owner (other than any Collateral Asset Owner in respect of any Indirect Collateral Asset) and other exceptions, if any, to be agreed uponany Security Interests in respect of Obligatory Insurances in respect of a Collateral Asset, the First Lien Notes and Administrative Agent shall have received satisfactory advice from legal counsel selected by the First Lien Note Guarantees will be secured by a first-priority security interest Administrative Agent in substantially all each Applicable Jurisdiction confirming that the owned material assets Security Interests granted in favor of the Issuer Security Trustee in respect thereof are valid, effective and each First Lien Note Guarantor, enforceable in each case whether owned on such Applicable Jurisdiction or Local Law Security Agreements have been granted in respect thereof; and (iii) in circumstances where a Collateral Asset is subject to a Collateral Asset Contract with a stated expiration date exceeding eighteen (18) months from the Closing Date date of such Collateral Asset Contract (or thereafter acquired where the stated expiration date will automatically extend beyond eighteen (collectively, 18) months from the date of such Collateral Asset Contract) (a “CollateralLong-Term Collateral Asset”), including but the Administrative Agent shall have received satisfactory advice from legal counsel selected by the Administrative Agent in each Applicable Jurisdiction confirming that the Security Interests granted in favor of the Security Trustee in respect of such Long-Term Collateral Asset are valid, effective and enforceable in such Applicable Jurisdiction or Local Law Security Agreements have been granted in respect thereof, provided that if the Borrowers notify the Administrative Agent that they are not limited toable to provide, or it is, in the Borrowers’ view, commercially undesirable to provide, any required Local Law Security Agreements in connection with any Long-Term Collateral Asset (whether due to the costs of providing such security or any tax or local law restrictions), the Borrowers and the Administrative Agent shall discuss the requirement to provide such Local Law Security Agreement in good faith. To the extent that the Administrative Agent agrees that Local Law Security Agreements shall not be required in respect of any such Long-Term Collateral Asset in the relevant Applicable Jurisdiction, such Local Law Security Agreements shall be excluded from the foregoing requirement for so long as the relevant Applicable Jurisdiction applies. To the extent that the Borrowers demonstrate that no LTV Event would occur if the relevant Collateral Asset were deemed to be an Excluded Collateral Asset, the Administrative Agent shall agree to the foregoing request, provided that any such Collateral Asset shall then be an Excluded Collateral Asset for the purposes of this Agreement. The foregoing requirements shall be subject to the following exclusions: (A) with the exception of any Collateral Asset, any Share Pledge in respect of the Collateral Asset Owner (other than any Collateral Asset Owner in respect of any Indirect Collateral Asset) and Security Interests in respect of Obligatory Insurances in respect of a Collateral Asset, if, following the use of commercially reasonable efforts to provide such Security Interests (taking account of the cost of such any security, the benefit thereof and the commercial impact to the Obligors in providing it), the Obligors are unable to provide such Security Interests, such assets and/or rights shall be excluded from the foregoing requirement for so long as the circumstances giving rise to such inability continue; and (B) the Obligors shall not be required to grant Security Interests in respect of the Excluded Security Assets provided that no Security Interests are granted in respect thereof to any other party (other than Permitted Liens). #4889-1846-1214 (b) will procure that, prior to any change in the Applicable Jurisdiction in respect of any Collateral Asset, any Share Pledge in respect of the Collateral Asset Owner and any Security Interests in respect of Obligatory Insurances in respect of a Collateral Asset, the requirements of Section 5.13(a) above (taking account of the limitation in respect of Indirect Collateral Assets in the definition of Collateral Assets) are satisfied on the basis of the new Applicable Jurisdiction(s); (c) will procure that each Security Agreement and any other security conferred by any Security Document are registered as a first priority interest with the relevant authorities within the period prescribed by the Applicable Laws and is maintained and perfected with the relevant authorities; (d) will at its own cost, ensure that any Loan Document to which it is a party validly creates the obligations and Security Interests which it purports to create; and (e) without limiting the generality of paragraphs (a) to (d) above, will at its own cost, promptly register, file, record or enroll any Loan Document to which it is a perfected first-priority pledge party with any court or authority, pay any stamp, registration or similar tax payable in respect of all the equity interests directly held by the Issuer any such Loan Document, give any notice or take any First Lien Note Guarantor (which pledgeother step which, in the case reasonable opinion of the Administrative Agent, is or has become necessary for any such Loan Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary), (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to Security Interest which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementit creates.

Security. Subject There will be granted to the limitations Administrative Agent, for the benefit of the Lenders, any counterparty to any hedging agreement that is a Lender (or any affiliate thereof) and any Lender (or any affiliate thereof) with treasury management arrangements with any Loan Party, valid and perfected first priority (subject to certain customary exceptions satisfactory to the Administrative Agent and set forth below and other exceptions, if any, to be agreed upon, in the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority Financing Documentation) security interest interests in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”)) all present and future capital stock or other membership or partnership equity ownership or profit interests (collectively, including but not limited to: “Equity Interests”) of material domestic subsidiaries owned or held of record or beneficially by each of the Loan Parties, and 65% of the voting stock (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to and 100% of the non-voting equity interests (if anystock) of all material first-tier foreign subsidiaries of any Loan Party, and 65all proceeds of the foregoing; provided that any material first-tier foreign subsidiary that is disregarded for tax purposes shall not be deemed to be a foreign subsidiary. Notwithstanding the foregoing, no Equity Interests of the Target nor any subsidiary thereof shall be required to become Collateral unless and until either the Borrower has acquired 100% of the voting outstanding equity interests of such foreign subsidiary)the Target or the MergerSub has merged with and into the Target as contemplated pursuant to the Purchase Agreement, (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of with the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine understanding that the costs or other consequences of obtaining such a security interest are excessive in relation Target will be considered an unaffiliated third party with respect to the value covenants, representation and warranties, events of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws default and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be similar provisions set forth in the First Lien Intercreditor AgreementFinancing Documentation (including intercompany and affiliate exceptions) until the Target becomes a direct or indirect wholly owned subsidiary of the Borrower All such security interests in Collateral will be granted on terms and conditions substantially similar to those for the collateral securing that certain Credit Agreement dated as of June 17, which shall provide that (i) 2011, by and among the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market FinancingBorrower, the indebtedness outstanding under the Senior Facilities lenders party thereto and the First Lien Notes shall vote together Xxxxx Fargo Bank, National Association, as a single class, including in respect of directing the Collateral Administrative Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities(as amended or modified, the First Lien Notes “Existing Credit Agreement”), with such additions and revisions as may be reasonably requested by the Second Lien Notes Lead Left Arranger. On the Closing Date, such security interests will be set forth in the First Lien/Second Lien Intercreditor Agreementhave become perfected.

Security. Subject (1) In each case subject to Permitted Exceptions, by the applicable dates specified below, the Borrowers shall provide or cause to be provided by the Domestic Guarantors and the Foreign Guarantors, as the case may be, to the limitations set forth below Administrative Agent, for and on behalf of the Lenders, as continuing collateral security for the present and future indebtedness and liability of the Borrowers, the obligations of the Domestic Guarantors under the Domestic Guarantee and the obligations of the Foreign Guarantors under the Foreign Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “Security”), in form and substance satisfactory to the Administrative Agent, acting reasonably, together with any relevant reasonably required power of attorney, registrations, filings and other exceptionssupporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) in the case of each Domestic Guarantor, if anya Domestic Guarantee which guarantees shall be reaffirmed as of the Closing Date; (b) in the case of each Foreign Guarantor, a Foreign Guarantee which guarantees shall be reaffirmed as of the Closing Date; (c) general security agreements (which, for greater certainty, shall not include a hypothec with respect to be agreed upon, moveable property located in the First Lien Notes Province of Québec) dated as of the Original Closing Date and reaffirmed as of the First Lien Note Guarantees will be secured by Closing Date constituting a first-priority security interest in substantially all the owned material personal property (or moveable property, as applicable) and assets of the Issuer Loan Parties (including all contract rights, inventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which security interest shall be of first priority, subject, if and to the extent applicable, to any Permitted Encumbrances (each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the being a “CollateralSecurity Agreement”), including but and subject to the grace periods specified in each Security Agreement and in connection with deposit accounts, Section 7.01(17)(c), with respect to items of Collateral that cannot limited to: (a) a be perfected first-priority pledge of all the equity interests directly held by the Issuer filing of a PPSA or UCC financing statement; (d) within 60 days following the acquisition of any First Lien Note Guarantor Material Owned Real Property, debentures, mortgages, deeds of trust or deeds to secure debt (or immoveable hypothec, as applicable) constituting a charge on such real property (or immoveable property, as applicable) of the Loan Parties (as determined by the Administrative Agent), which pledgecharge shall be a first ranking and exclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “Debenture”); and (e) within 30 days following the Original Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), in the case of any foreign subsidiaryLoan Party located outside of Canada and the United States, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary)security agreements, (b) a lien on cashdebentures, deposit accounts and securities accountsmortgages, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs pledge agreements or other consequences of obtaining such agreements or instruments as may be reasonably necessary to grant a security interest are excessive in relation to the value of the security to be afforded thereby, (y) its assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions on terms consistent with the Opco First Lien Notes Documentation Principles; Security provided by Loan Parties domiciled in Canada and provided the United States. (2) Subject to Permitted Exceptions, Open Text will from time to time at its expense duly authorize, execute and deliver (or cause the applicable Loan Party to authorize, execute and deliver) to the Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent, or any Lender or Agent by the Credit Documents and of the rights and remedies therein granted to the Administrative Agent, or any Lender or Agent, including the filing of financing statements or other documents under any Law with respect to the Encumbrances created thereby. The Loan Parties acknowledge that the pledge Credit Documents have been prepared on the basis of equity interests Law in effect on the Original Closing Date, and that changes to Law (including as a result of the coming into force of the Securities Transfer Act (Ontario) or any other securities will similar legislation) may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be subject amended, supplemented or replaced (and Open Text shall, or shall cause the applicable Loan Party to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating duly authorize, execute and deliver to the Issuer’s and its subsidiaries’ bank accounts Administrative Agent any such amendment, supplement or securities accounts. All of replacement reasonably requested by the above-described pledges, security interests and mortgages shall be created on terms, and pursuant Administrative Agent with respect to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior Credit Documents) within 30 days of written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that request therefor (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu to reflect any change in all respectsLaw, and whether arising as a result of statutory amendments, court decisions or otherwise; (ii) unless there is a Market Financing, to facilitate the indebtedness outstanding under creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Senior Facilities and Administrative Agent Encumbrances similar to the First Lien Notes shall vote together as a single class, including in respect of directing Encumbrances created or intended to be created by the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCredit Documents.

Security. Subject As security for the due and punctual repayment of the Loan and the payment of interest thereon all other sums of money whatsoever from time to time due and owing from the Borrowers to the limitations set forth below and other exceptions, if any, to be agreed uponLender hereunder, the First Lien Notes Lender shall receive the following security documents in form and substance satisfactory to the First Lien Note Guarantees will be secured Lender at the time specified by a first-priority security interest in substantially all the owned material assets of Lender or otherwise as required by the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: Lender: (a) In relation to each Ship: a perfected first-first priority pledge of all the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% assignment of the non-voting equity interests (if any) and 65% rights of each relevant Borrower under the relevant Contract duly executed by such Borrower in favour of the voting equity interests of such foreign subsidiary), Lender together with respective notices thereof; (b) In relation to each Ship: a lien on cash, deposit accounts and securities accounts, and first priority assignment of the rights of each relevant Borrower in the relevant Refund Guarantee duly executed by such Borrower in favour of the Lender together with respective notices thereof; (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets an acknowledgement of the Issuer notice of assignment relating to each Contract duly executed by the Builder, such acknowledgement to be received within thirty(30) Business Days after the Drawdown Date; (d) an acknowledgement of the notice of assignment relating to each Refund Guarantee duly executed by the Refund Guarantor, such acknowledgement to be received within thirty (30) Business Days after the Drawdown Date; (e) the Corporate Guarantee duly executed by the Corporate Guarantor in favour of the Lender; and (f) a first priority assignment, pledge and charge, duly executed by each First Lien Note Guarantor (includingBorrower in favour of the Lender, but not limited toassigning, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property pledging and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as charging any monies from time to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation time standing to the value credit of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall vote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and priorities in the Collateral for each of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreementrelevant Pledged Account.

Security. Subject (a) On or prior to the limitations set forth below and other exceptionsIssue Date, if any, to be agreed upon, (i) the First Lien Notes and the First Lien Note Guarantees will shall be secured by a first-priority security interest in substantially Liens on all the owned material its existing and future fixed assets which constitute telecommunication network, comprised of the Issuer switches, fiber optic and each First Lien Note Guarantorcopper networks, radio and electronic equipment, computers and engineering equipment, transportation equipment and office furniture, as set forth on its consolidated balance sheet under “Telephone Network Systems and Equipment”, in each case whether owned by the Company or any Restricted Subsidiary on the Closing Issue Date or thereafter acquired by the Company or any Restricted Subsidiary after the Issue Date and all proceeds in respect of any of the foregoing (collectively, and together with any assets that may be pledged from time to time, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all to secure the equity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% performance of the non-voting equity interests (if any) and 65% obligations of the voting equity interests of such foreign subsidiary)Company and the Guarantors to the Holders, the Trustee and the Collateral Agent under the Notes, the Note Guarantees, the Collateral Documents and this Indenture, according to the terms hereunder or thereunder (b) a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets including the obligations of the Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not receivedGuarantors under Article XI hereof), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the First Lien Intercreditor Agreement, which shall provide that (i) the indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all respects, and (ii) unless there is the Company and its Restricted Subsidiaries and the Collateral Agent for the benefit of the Holders shall have executed the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement and implemented such agreements in full with respect to all Intercompany Indebtedness. (b) Each Holder, by its acceptance of a Market FinancingNote, consents and agrees to all of the terms of the Collateral Documents (including, without limitation, the indebtedness outstanding provisions providing for the foreclosure, exercise of remedies and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith. (c) Each of the Company and the Guarantors shall use its reasonable best efforts to do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Collateral Agent and the Trustee the first-priority Liens upon the Collateral contemplated hereby and any Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Obligations secured hereby, according to the intent and purposes herein expressed. Each of the Company and the Guarantors shall (i) enter into the Collateral Documents, (ii) within ten Business Days of the Issue Date, take all necessary steps to duly file the Collateral Documents for registration in each relevant public registry in Mexico and promptly deliver to the Trustee and the Collateral Agent a copy of the original record of registration (cxxxxxxxxx de inscripción) issued by the Mexican notary public, and (iii) take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors under the Senior Facilities Notes, the Note Guarantees, the Collateral Documents and hereunder, a valid and enforceable perfected Lien in and on all of the Collateral, in favor of the Collateral Agent for the ratable benefit of the Holders, first in priority to any and all Liens at any time granted upon the Collateral, in each case, no later than 45 Business Days after the Issue Date and deliver to the Trustee and the First Lien Notes Collateral Agent a copy of the notarial instrument evidencing the registration of such Liens in each relevant public registry in Mexico. Each of the Trustee, the Company and the Guarantors hereby acknowledge and agree that the Collateral Agent shall vote together as a single class, including hold the Collateral for the ratable benefit of the Holders and the Trustee pursuant and subject to the terms of the Collateral Documents. The Company and each Guarantor shall (A) deliver to the Trustee and the Collateral Agent copies of all documents required under the Collateral Documents to assure and confirm to the Trustee and the Collateral Agent that the security interests created in respect of directing the Collateral (or any part thereof) under the Collateral Documents constitute security for the Indenture and the Notes as contemplated in this Indenture, and (B) perform or cause their respective Subsidiaries to perform all such actions as may be required by the provisions of the Collateral Documents. Neither the Collateral Agent in respect thereofnor the Trustee shall be responsible for and neither of them make any representation as to the existence, genuineness, value or protection of any Collateral, or the legality, effectiveness or sufficiency of any Collateral Document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Notes. The relative rights and priorities in For the avoidance of doubt, nothing herein shall require the Collateral Agent or the Trustee to file financing statements or continuation statements or local filings required by Mexican law or be responsible for each perfecting or maintaining the perfection of security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Collateral Document) and such responsibility shall be solely that of the Senior Facilities, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor AgreementCompany.