Common use of Collateral Clause in Contracts

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (bi) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a collateral assignmentcondition to closing, and in form and substance satisfactory such case the Borrower agrees to deliver same to the Collateral AgentAgent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Acquisition Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1i) in the certificated equity securities Capital Stock, if any, of the Target, Borrower and any wholly owned Domestic Subsidiaries of Holdings Restricted Subsidiary that is not an Immaterial Subsidiary (other than to the Target and its Subsidiariesextent required by Section 6.2(a)) and (2ii) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect pursuant to which a Lien security interest may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do soso or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Credit Facility Target or Amplify or any wholly owned material U.S. restricted subsidiary of the Target or Amplify not delivered on the Closing Date, but instead shall be required on or prior to be deliveredthe date that is 5 Business Days after the Closing Date, and with respect to any other such Collateral not actually received from the Target or a security interest therein perfectedAmplify on or prior to the Closing Date after use of commercially reasonably efforts to procure delivery thereof, not more than on or prior to the date that is 90 days after the Closing Date (or, in each case, such longer period of time as such period may be extended mutually agreed by the Administrative Collateral Agent in its sole discretion) (collectivelyand the Borrower, the “Limited Conditionality Provision”)each acting reasonably.

Collateral. (a) Subject to All outstanding Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower directly owned by Holdings and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of each Credit Party the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedand Stock Equivalents) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent Representative shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall have executed and delivered deliver to the Collateral Agent a collateral assignmentcompleted Perfection Certificate, in form executed and substance satisfactory delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the Collateral Agentcontrary herein, of with respect to any security documents relating to real property to the Acquisition Documents; provided thatextent constituting Collateral, to the extent that any such security interest in any Collateral is not or cannot be provided so granted and/or perfected on or prior to the Closing Date Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (other than the pledge (and delivery or 180 days in the case of the immediately following clause (1)) and perfection Collateral consisting of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCCmining properties) after the Borrower’s use Conversion Date or such longer period of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (time as such period may be extended agreed to by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject to All outstanding Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower directly owned by US Holdings and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedand Stock Equivalents) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent a collateral assignmentin proper form for filing, in form registration or recording and substance satisfactory none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted hereunder. (d) US Holdings and the Borrower shall deliver to the Collateral AgentAgent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (US Holdings and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead together with all attachments contemplated thereby. (e) The Guarantee shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)full force and effect.

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedand Stock Equivalents) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent Representative shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent (at the direction of the Administrative Agent acting reasonably) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document, unless otherwise agreed by the Collateral Agent (acting at the direction of the Administrative Agent), shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) The Borrower shall deliver to the Collateral Agent a collateral assignmentcompleted Perfection Certificate, in form executed and substance satisfactory delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the Collateral Agentcontrary herein, of the Acquisition Documents; provided that, with respect to any security documents relating to real property to the extent any security interest in any Collateral is not constituting Collateral, the Borrower agrees to deliver or cannot cause to be provided and/or perfected on the Closing Date (delivered such documents and instruments, and take or cause to be taken such other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien actions as may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be deliveredgrant and perfect such security interests, on or a security interest therein perfected, not more than 90 prior to the date that is 120 days after the Closing Date (or such longer period of time as such period may be extended agreed to by the Administrative Agent in its sole reasonable discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. 3.1 The Client agrees to provide Evergrande Securities (aHong Kong) Subject with cash and/or securities and/or other assets (“Collateral”) as may be agreed from time to time, as security for the Limited Conditionality Provision with respect Client obligations to Evergrande Securities (Hong Kong) under this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement Options Trading Agreement. Such Collateral shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and paid or delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date Evergrande Securities (other than the pledge (and delivery in the case of the immediately following clause (1)Hong Kong) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely as demanded by the filing Evergrande Securities (Hong Kong) from time to time. The amounts required by way of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent be less than, but may exceed, the amounts as may be required by the Rules in respect of the Client’s open positions and delivery obligations, and further Collateral may be required by Evergrande Securities (Hong Kong) to reflect changes in market value. 3.2 The Client hereby authorizes Evergrande Securities (Hong Kong) to withdraw funds/stocks from Client’s Securities/Futures account(s) opened and maintained with Evergrande Securities (Hong Kong) and transfer the same to Client’s Stock Options Trading Account or from Client’s Stock Options Trading Account to Client’s Securities/Futures account(s) for the purpose of settling or partially settling any of Clients debts or any other relevant financial obligations owed to Evergrande Securities (Hong Kong) in respect of Client’s Stock Options/Securities/Futures Account(s) maintained with Evergrande Securities (Hong Kong). 3.3 The Client shall on request provide Evergrande Securities (Hong Kong) with such authority as Evergrande Securities (Hong Kong) may require under the Rules to authorize Evergrande Securities (Hong Kong) to deliver such securities, directly or through an Stock Options Exchange Participant, to SEOCH as SEOCH Collateral in respect of Exchange Traded Stock Options Business resulting from the Client’s instructions to Evergrande Securities (Hong Kong); and Evergrande Securities (Hong Kong) does not have any further authority from the Client to borrow or lend the Client’s securities or otherwise part with possession (except to the availability Client or on the Client’s instructions) of any of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Client’s securities for any other purpose.

Collateral. The Administrative Agent (aor its counsel) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all (i) certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments evidencing Equity Interests of transfer and undated stock powers endorsed in blank; and wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, extent available to Holdings) and the Target and its Domestic Subsidiaries (in form and substance satisfactory to the Collateral Agent, case of the Acquisition Documents; provided thatTarget and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in any Collateral which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s Holdings’ use of commercially reasonable efforts to do soso or without undue burden or expense, then the provision and/or of such collateral and perfection of a security interest in such Collateral therein shall not constitute a condition precedent to the availability of the Credit Facility Loans on the Closing Date, but may instead shall be required to be delivered, provided or a security interest therein perfected, not more than 90 perfected within ninety (90) days after the Closing Date (as such period may in each case, subject to extensions to be extended reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent in shall have received notice from such Lender prior to the proposed Closing Date specifying its sole discretion) (collectively, the “Limited Conditionality Provision”)objection thereto.

Collateral. (a) Subject to All outstanding Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of each Credit Party the Closing Date, shall have been pledged pursuant to the Security Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedand Stock Equivalents) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent a collateral assignmentin proper form for filing, in form registration or recording and substance satisfactory none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted hereunder. (d) The Borrower shall deliver to the Collateral AgentAgent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Acquisition Documents; provided thatBorrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than to the pledge (and delivery in extent that a lien on the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien Collateral may be perfected solely by the filing of a financing statement under the UCCUniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and such stock or other equity certificates have been received from the Borrower) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then or without undue burden or expense, the provision and/or creation or perfection of a such security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility Initial Term Loans on the Closing Date, Date but shall instead shall be required to be delivered, delivered or a security interest therein perfected, not more than provided within 90 days after the Closing Date (or such later date as such period may be extended reasonably agreed by the Borrower and the Administrative Agent in its sole discretion(with respect to Term Priority Collateral) or the ABL Administrative Agent (collectively, with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the “Limited Conditionality Provision”)Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. (a) Subject The power to effect the Limited Conditionality Provision with respect sale of the Collateral pursuant to this Section 6.02(a), 6.3 hereof shall continue unimpaired until all Capital Stock of each directly owned Subsidiary of each Credit Party the Collateral shall have been pledged sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) any one or more Noteholders (other than Capital Stock Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Excluded SubsidiaryNoteholder (other than Silverleaf or any Affiliates thereof) may, in which casepaying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the maximum amount that shall, upon distribution of Capital Stock the net proceeds of such Excluded Subsidiary permitted to sale, be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreementpayable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Collateral Agent shall have received all certificates representing such securities pledged under without recourse, representation or warranty in any portion of the Security Pledge Agreement, accompanied by instruments Collateral in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and undated stock powers endorsed convey the Issuer’s interest in blankany portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (bv) the Borrower shall have executed The method, manner, time, place and delivered to terms of any sale of the Collateral Agent a collateral assignmentshall be commercially reasonable. (vi) Except as set forth in Section 5.3(b)(iv) hereof, in form none of Silverleaf or its Affiliates may bid for and substance satisfactory to purchase the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely Timeshare Loans offered for sale by the filing of a financing statement under the UCCIndenture Trustee in Section 6.16(c)(i) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)above.

Collateral. (ai) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a)All Capital Stock, all Capital Stock of each directly owned Subsidiary other than Excluded Property, of each Credit Party and Subsidiary (other than Parent) shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, Documents and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge AgreementDocuments, accompanied by customary instruments of transfer and undated stock powers endorsed in blank; and. (bii) All Capital Stock of the Borrower Opcos and the Miscellaneous Other Credit Parties owned by an Individual Guarantor and not pledged as of the Restatement Date shall have executed been pledged pursuant to an amendment of the Individual Pledge Agreement, in form an substance reasonably satisfactory to the Administrative Agent. (iii) Except as otherwise provided in Section 8.17, the Collateral Agent shall have received the results of a search of the UCC and delivered PPSA filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Collateral Agent a collateral assignmentthat the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the making of the Loans hereunder. (iv) The Collateral Agent shall have received evidence, in form and substance reasonably satisfactory to the Collateral Agent, that appropriate UCC and PPSA (or equivalent) financing statements (including fixture filings) have been duly filed in such office or offices as may be necessary or, in the reasonable opinion of the Acquisition Documents; provided thatCollateral Agent, desirable, to perfect the extent any security interest Collateral Agent’s Liens in any and to the Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by certified searches reflecting the filing of a all such financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)statements.

Collateral. The New Second Lien Notes Trustee and the Stone Noteholders shall have received: (aA) Subject from the Issuers and the Subsidiary Guarantors, a counterpart of the Collateral Agreement; (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the New Second Lien Notes Trustee to be filed, registered or recorded to create the liens intended to be created by any security document and perfect such liens to the Limited Conditionality Provision extent required by, and with respect the priority required by, such security document shall have been delivered to this Section 6.02(a)the New Second Lien Notes Trustee for filing, registration or recording and none of the collateral shall be subject to any other pledges, security interests or mortgages, except for liens permitted under the New Second Lien Notes Indenture; (C) all Capital Stock Equity Interests of the Co-Issuer and all Equity Interests of each Restricted Subsidiary directly owned by the Issuers or any Subsidiary Guarantor, in each case as of each the date hereof, and required to be delivered to the agent under the Credit Party Agreement pursuant to the terms thereof, shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this the Collateral Agreement shall be pledged) and the New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to, and subject to the limitations set forth in the Security Pledge Senior Lien Intercreditor Agreement, and the Collateral Agent ) shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Collateral Agreement, accompanied by instruments of transfer and and/or undated stock powers endorsed in blank; and (bD) the Borrower shall have executed and delivered to the Collateral Agent results of a collateral assignment, in form and substance satisfactory to the Collateral Agent, search of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) Uniform Commercial Code filings made with respect to which a Lien may be perfected solely the Issuers and the Subsidiary Guarantors in the jurisdictions reasonably requested by the filing of a financing statement under New Second Lien Notes Trustee or the UCC) after Stone Noteholders and the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability copies of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as financing statements disclosed by such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)search.

Collateral. (ai) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a)Each Grantor covenants and agrees that: (A) At all times, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreementright to direct the commencement, accompanied by instruments continuation or cessation of transfer any Staking with respect to the Article 12 Collateral, and undated stock powers endorsed no Grantor shall engage in blank; andany Staking of Article 12 Collateral without the prior written consent of the Collateral Agent. (bB) All Article 12 Collateral and Staking Consideration issued, earned, received or receivable by any Grantor in connection with the Staking of the Article 12 Collateral shall be held in a Blocked Custodial Account that is subject to (1) the Borrower shall have executed Collateral Agent’s perfected first priority lien and delivered (2) a Custodian Control Agreement. (C) If any validator engaged or used by any Grantor in connection with the Staking of any Article 12 Collateral is not satisfactory to Collateral Agent in Collateral Agent’s sole discretion, Collateral Agent may direct the cessation of Staking of such Article 12 Collateral or re-delegate a validator satisfactory to the Collateral Agent a collateral assignmentin the Collateral Agent’s sole discretion for continued Staking of the Article 12 Collateral, in form each case, at Grantors’ sole cost and substance expense. (D) If any Custodian holding the Article 12 Collateral is not reasonably satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, Collateral Agent may direct such Article 12 Collateral to be held by a new Custodian reasonably acceptable to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on Agent and the Closing Date (other than the pledge (applicable Grantor and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) such Grantor shall obtain a Custodian Control Agreement with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCCsuch Custodian and Article 12 Collateral, in each case, at Grantors’ sole cost and expense. The Collateral Agent and Grantors acknowledge and agree that BitGo and its affiliates and subsidiaries are acceptable Custodians. (E) after the Borrower’s use of commercially reasonable efforts to do soSuch Grantor shall not, then the provision and/or perfection of a security interest in such Collateral and shall not constitute a condition precedent permit any other Person to, amend or make any changes to the availability authorized signatories of, or persons authorized to make changes to, any Custodial Account holding or controlling any Article 12 Collateral without the prior written consent of the Credit Facility on the Closing DateCollateral Agent, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion. Collateral Agent may, in its sole discretion, with prior or concurrent written notice to Grantors, specify additional acceptable validators and Custodians or remove validators and Custodians that are no longer satisfactory to Collateral Agent in connection with the preceding Sections 6(n)(i)(C)-(D). (ii) The Grantors shall not, directly or indirectly, after the date hereof, establish a Custodial Account or otherwise maintain any Article 12 Collateral with any Custodian unless each of the following conditions is satisfied: (collectivelyA) Collateral Agent shall have received not less than five (5) Business Days’ prior written notice of the intention of such Grantor to open or establish such Custodial Account, which notice shall specify in reasonable detail and specificity acceptable to Collateral Agent the type, nature and quantity of the Article 12 Collateral, the “Limited Conditionality Provision”)owner of the Article 12 Collateral, the name and address of the Custodian at which such Custodial Account is to be established and Article 12 Collateral is to be maintained or held, the individual at such Custodian with whom such Grantor is dealing and the purpose of the Custodial Account and related Article 12 Collateral, (B) the Custodian where such account is opened or maintained shall be acceptable to Collateral Agent and (C) such account shall be subject to a Custodian Control Agreement. (iii) On or before the date which is ten (10) Business Days following the end of each calendar quarter, Grantors shall deliver to Collateral Agent an updated Schedule IV listing all of Grantors’ Custodial Accounts holding any Article 12

Collateral. (a) Subject to Effective upon any Subsidiary becoming a Guarantor after the Limited Conditionality Provision with respect to this Section 6.02(a)date hereof, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a collateral assignmentfirst (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, in form and substance satisfactory will cause each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral Agent, as the Administrative Agent may reasonably require. Notwithstanding any of the Acquisition Documents; provided thatforegoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to the extent any grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral is shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be provided and/or perfected pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the Closing Date taxes imposed by subtitle A of the Code, (other than v) the pledge (and delivery in the case of the immediately following clause (1)) and perfection Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interests (1) in interest would outweigh the certificated equity securities of benefit to the Target, any Domestic Subsidiaries of Holdings (other than the Target Lenders and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than in which it may determine that the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection taking of a security interest in such Collateral shall would not constitute a condition precedent to the availability of the Credit Facility on the Closing Datebe advisable, but instead and (vii) no foreign law security or pledge agreements shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)required.

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a)The Borrower shall, all Capital Stock of and shall cause each directly owned Domestic Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any an Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to guarantee the limitations Obligations as set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andSection 6.12(a). (b) the [Reserved]. (c) The Borrower shall have executed and delivered shall cause each Domestic Subsidiary (other than any Excluded Subsidiaries) to (i) grant to the Collateral Administrative Agent for the benefit of the Secured Parties a collateral assignment, in form and substance satisfactory to the Collateral AgentLien on all assets (other than Excluded Collateral), of the Acquisition Documents; provided that, all Loan Parties which shall be perfected (to the extent any security interest in any required by the Loan Documents) on all Collateral is not or cannot be provided and/or perfected on the Closing Date and (ii) take such action (other than the pledge (and delivery any Excluded Perfection Action) as is necessary from time to time to cause all Liens in the case Collateral granted to the Administrative Agent for the benefit of the immediately following clause (1)) and perfection Secured Parties to be first priority Liens subject to Permitted Liens. For the avoidance of doubt, all Equity Interests owned by the security interests (1) in the certificated equity securities Borrower of the Target, any Domestic Subsidiaries of Holdings Loan Party (other than the Target Excluded Collateral) will be fully pledged as Collateral. (d) The Borrower shall and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings shall cause each Restricted Subsidiary (other than the Target and its Subsidiariesan Excluded Subsidiary) with respect to which a Lien may be perfected solely do all things necessary or reasonably requested by the filing Administrative Agent to preserve and perfect the Liens of a financing statement under the UCC) after Administrative Agent for the Borrower’s use benefit of commercially reasonable efforts to do sothe Secured Parties, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent arising pursuant hereto and pursuant to the availability Security Agreements and the other Collateral Documents as first priority Liens, subject to Permitted Liens, and to insure that the Administrative Agent, for the benefit of the Credit Facility Secured Parties, has a perfected first priority Lien, subject to Permitted Liens, on all of the Closing Date, but instead Collateral of the Loan Parties; provided that no Restricted Subsidiary shall be required to be deliveredtake any Excluded Perfection Action. (e) The Borrower shall and shall cause each Loan Party to, within ninety (90) days of the acquisition of Material Real Property (or a security interest therein perfected, not more than 90 days after the Closing Date (such longer period as such period may be extended by reasonably acceptable to the Administrative Agent), deliver to the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).following:

Collateral. (a) Subject to The Notes and the Limited Conditionality Provision with respect to this Section 6.02(a)Note Guarantees are secured by the Note Liens on the Collateral, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to Permitted Liens and the limitations exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Pledge Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer to perform its obligations and undated stock powers endorsed exercise its rights thereunder in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)accordance therewith.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) Subject neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock granting of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock such security interest would result in the violation of any Excluded Subsidiaryapplicable law or regulation, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower Collateral shall have executed and delivered to the Collateral Agent not include a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral is shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be provided and/or perfected pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the Closing Date taxes imposed by subtitle A of the Code, (other than e) the pledge (and delivery in the case of the immediately following clause (1)) and perfection Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interests (1) in interest would outweigh the certificated equity securities of benefit to the Target, any Domestic Subsidiaries of Holdings (other than the Target Lenders and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than in which it may determine that the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection taking of a security interest in such Collateral shall would not constitute a condition precedent to the availability of the Credit Facility on the Closing Datebe advisable, but instead and (g) no foreign law security or pledge agreements shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)required.

Collateral. (a) Subject to The Obligations of the Limited Conditionality Provision with respect to Company under this Section 6.02(a)Agreement, the Loans and all Capital Stock of each directly owned Subsidiary of each Credit Party other Loan Documents shall have been pledged (other than Capital Stock of any Excluded Subsidiarybe secured, in which each case, by the maximum amount Collateral Pool, in accordance with the Collateral Documents. (b) The Company may at any time (including after a Notice of Capital Stock of Exclusive Control has been delivered) direct the Collateral Agent, in writing, to permit (and upon such Excluded Subsidiary permitted to be pledged pursuant to this Agreement direction, which shall be pledged) pursuant todeemed a certification by the Company that such withdrawal, and subject to the limitations set forth in the Security Pledge Agreementtransfer or replacement is not prohibited hereunder, and the Collateral Agent shall have received all certificates representing such securities pledged under permit) the replacement of any Clearing Member Security Pledge or Company Security credited to any Securities Account, or any Money Fund Share subject to the Lien of the Collateral Agent, or any FX Account Collateral subject to the Lien of the Collateral Agent, or any Other Deposit Account Collateral subject to the Lien of the Collateral Agent, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, accompanied or any Gold Warrants subject to the Lien of the Collateral Agent, or any other Collateral, as the case may be, with replacement collateral qualifying as Eligible Assets, or withdraw or transfer any Clearing Member Security or Company Security credited to any Securities Account, or any Money Fund Share subject to the Lien of the Collateral Agent, or any FX Account Collateral subject to the Lien of the Collateral Agent, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, or any Other Deposit Account Collateral subject to the Lien of the Collateral Agent, or any Gold Warrants subject to the Lien of the Collateral Agent or any other Collateral subject to the Lien of the Collateral Agent; provided that: (i) at any time when there are one or more outstanding Advances, after giving effect to any such replacement, transfer or withdrawal, the aggregate principal amount of all the remaining Loans outstanding as of the date of such replacement, transfer or withdrawal shall not exceed the Borrowing Base as of the date of such replacement, transfer or withdrawal (such Borrowing Base determined by instruments the Company and confirmed to the Company by the Collateral Agent (with the Collateral Agent’s determination controlling in the event of any discrepancy)); (ii) at any time when (and in addition to any restrictions set forth in clause (i) above) there are one or more outstanding Advances and either (1) a Default shall have occurred and be continuing at such time or (2) an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing at such time, the Company shall not be permitted to withdraw, transfer and undated stock powers endorsed or replace any of the specified assets (other than Guaranty Fund Assets) identified in blankany Collateral Notice as Collateral associated with any Advance outstanding at such time; (iii) at any time when there are no outstanding Advances, the Company shall be permitted to withdraw, transfer or replace any Collateral; and (biv) the Borrower at any time when (and in addition to any restrictions set forth in clause (i) above) there are one or more outstanding Advances and either a Default in respect of Section 8.2 or an Unmatured Default in respect of Section 8.2 shall have executed occurred and delivered be continuing, the Company shall not be permitted to withdraw, transfer or replace any Guaranty Fund Assets identified in any Collateral Notice as Collateral associated with any Advance outstanding at such time. (v) In making the confirmations pursuant to Section 2.9(b)(i), the Collateral Agent a collateral assignment, in form may conclusively rely without inquiry on the determination of the Borrowing Base as calculated by the Collateral Monitoring Agent and substance satisfactory notified to the Collateral Agent. (c) The Company may at any time (including after a Notice of Exclusive Control has been delivered) direct the Collateral Agent to cause any Custodian (or its transfer or servicing agent) having custody over any Clearing Member Customer Collateral Securities Account, any Clearing Member Collateral Securities Account or any Company Securities Account, any FX Account Bank, any Bullion Account Bank, any Gold Warrants Issuer, any Applicable Other Depositary or any Money Fund Issuer or its transfer or servicing agent, as the case may be, in writing, to liquidate (and any applicable Custodian or any of their transfer or servicing agents, as the case may be, shall liquidate in market-based transactions as directed, in writing, by the Company) any Clearing Member Security or Company Security credited to any Clearing Member Customer Collateral Securities Account, any Clearing Member Collateral Securities Account or any Company Securities Account, or any FX Account Collateral subject to the Lien of the Acquisition DocumentsCollateral Agent, or any Other Deposit Account Collateral subject to the Lien of the Collateral Agent, or any Money Fund Shares subject to the Lien of the Collateral Agent, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, or any Gold Warrants (or gold covered thereby) subject to the Lien of the Collateral Agent, as the case may be, and apply the proceeds thereof and any other amounts credited to any Clearing Member Customer Collateral Securities Account, any Clearing Member Collateral Securities Account, any Clearing Member Customer FX Account, any Clearing Member FX Account, any Other Deposit Account or credited in respect of such Money Fund Shares to repay any outstanding Loans in the Applicable Tranche; provided that: (i) After giving effect to any such liquidation and repayment described in this clause (c), the aggregate principal amount of the remaining Loans outstanding shall not exceed the Borrowing Base as of the date of such liquidation (such Borrowing Base determined by the Company and confirmed to the Company by the Collateral Agent (with the Collateral Agent’s determination controlling in the event of any discrepancy)); provided that if the Administrative Agent determines that the remaining Loans outstanding exceed the Borrowing Base, the Company shall make a prepayment or pledge additional Collateral pursuant to Section 2.6(a) to the extent necessary to cure any such deficiency unless the Administrative Agent otherwise determines that any such liquidation is in the best interests of the Banks, after giving effect to any such liquidation and the repayment of Loans in the Applicable Tranche as directed by the Company pursuant thereto, in which case any such liquidation shall be permitted notwithstanding anything to the contrary in this clause (i); (ii) the Company shall reimburse the Collateral Agent, Collateral Monitoring Agent and any Custodian or any of their transfer or servicing agents, as the case may be, for any and all reasonable costs, internal charges and out-of-pocket expenses paid or incurred by such Person in connection with any such liquidation; (iii) at any time when there are one or more outstanding Advances and either (1) a Default shall have occurred and be continuing at such time or (2) an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing at such time, the Company shall not liquidate any of the specified assets (other than Guaranty Fund Assets) identified in any Collateral Notice as Collateral associated with any Advance that is outstanding at any time while such Default or Unmatured Default exists (unless the Administrative Agent otherwise determines that any such liquidation is in the best interests of the Banks after giving effect to any such liquidation and the application of the proceeds thereof to repay Loans in the Applicable Tranche, in which case any such liquidation shall be permitted notwithstanding anything to the contrary in this clause (iii)); and (iv) at any time when there are one or more outstanding Advances and either a Default in respect of Section 8.2 or an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing, the Company shall not liquidate any Guaranty Fund Assets identified in any Collateral Notice as Collateral associated with any Advance outstanding at such time (unless the Administrative Agent otherwise determines that any such liquidation is in the best interests of the Banks after giving effect to any such liquidation and the application of the proceeds thereof to repay Loans in the Applicable Tranche, in which case any such liquidation shall be permitted notwithstanding anything to the contrary in this clause (iv)). (v) In making the confirmations pursuant to Section 2.9(c)(i), the Collateral Agent may conclusively rely without inquiry on the determination of such Borrowing Base as calculated by the Collateral Monitoring Agent and notified to the Collateral Agent. (d) [Reserved] (e) Upon any replacement, liquidation, transfer or withdrawal of any Clearing Member Security, Company Security, FX Account Collateral, Gold Bullion, Gold Warrants, Other Deposit Account Collateral or Money Fund Shares in accordance with the Collateral Documents and pursuant to subsection (b) or (c) above (other than a transfer of any such assets to a securities account or other account that is subject to the Lien of the Collateral Agent pursuant to the Loan Documents which has attached), the Lien of the Collateral Agent on the replaced, liquidated, transferred or withdrawn Clearing Member Security, Company Security, FX Account Collateral, Gold Bullion, Gold Warrants, Other Deposit Account Collateral or Money Fund Shares, as applicable, shall be deemed automatically released without further consent of the Collateral Agent or any Bank. (f) For the avoidance of doubt, at any time when there are no outstanding Advances, the Company shall be permitted to withdraw, transfer, liquidate or replace any Collateral. (g) Any right of the Company to withdraw, replace, transfer or liquidate any Collateral pursuant to this Section 2.9 shall apply to the extent any security interest such Collateral has not been previously sold or liquidated by the Collateral Agent, or accepted by the Collateral Agent in full or partial satisfaction of any Collateral is not or cannot be provided and/or perfected on Obligations in accordance with the Closing Date (other than the pledge (and delivery in the case Section 9-620 of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (bi) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a collateral assignmentcondition to closing, and in form and substance satisfactory such case the Borrower agrees to deliver same to the Collateral AgentAgent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Acquisition Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1i) in the certificated equity securities Capital Stock, if any, of the Target, Borrower and any wholly owned Domestic Subsidiaries of Holdings Restricted Subsidiary that is not an Immaterial Subsidiary (other than to the Target and its Subsidiariesextent required by Section 6.2(a)) and (2ii) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect pursuant to which a Lien security interest may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do soso or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Credit Facility Target or any wholly owned material U.S. restricted subsidiary of the Target not delivered on the Closing Date, but instead shall be required on or prior to be deliveredthe date that is 5 Business Days after the Closing date, and with respect to any other such Collateral, on or a security interest therein perfected, not more than prior to the date that is 90 days after the Closing Date (or, in each case, such longer period of time as such period may be extended mutually agreed by the Administrative Collateral Agent in its sole discretion) (collectivelyand the Borrower, the “Limited Conditionality Provision”)each acting reasonably.

Collateral. The New Second Lien Notes Trustee and the Bridge Loan Lenders shall have received: (aA) Subject to from the Limited Conditionality Provision Issuers and the Subsidiary Guarantors (as defined below), a counterpart of the collateral agreement and ancillary security documents (in each case in form and substance consistent with the collateral agreement and ancillary security documents with respect to this Section 6.02(athe Bridge Loans and the New Second Lien Notes Indenture attached hereto as Exhibit A, and otherwise reasonably acceptable to the Stone Noteholders and the Bridge Loan Lenders) to be entered into among the Issuers, the Subsidiary Guarantors and the New Second Lien Notes Trustee, as collateral agent (the “Collateral Agreement”); (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the New Second Lien Notes Trustee to be filed, registered or recorded to create the liens intended to be created by any security document and perfect such liens to the extent required by, and with the priority required by, such security document shall have been delivered to the New Second Lien Notes Trustee for filing, registration or recording and none of the collateral shall be subject to any other pledges, security interests or mortgages, except for liens permitted under the New Second Lien Notes Indenture; (C) all Capital Stock Equity Interests (as defined in the Bridge Loan Agreement) of the Co-Issuer and all Equity Interests of each Restricted Subsidiary (as defined in the Bridge Loan Agreement) directly owned by the Issuers or any Subsidiary Guarantor, in each case as of each the date hereof, and required to be delivered to the agent under the new reserve-based revolving credit agreement dated on or about the Closing Date (the “Credit Party Agreement”) pursuant to the terms thereof, shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this the Collateral Agreement shall be pledged) and the New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent Senior Lien Intercreditor Agreement (as defined below)) shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Collateral Agreement, accompanied by instruments of transfer and and/or undated stock powers endorsed in blank; and (bD) the Borrower shall have executed and delivered to the Collateral Agent results of a collateral assignment, in form and substance satisfactory to the Collateral Agent, search of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) Uniform Commercial Code filings made with respect to which a Lien may be perfected solely the Issuers and the Subsidiary Guarantors in the jurisdictions reasonably requested by the filing of a financing statement under New Second Lien Notes Trustee or the UCC) after Institutional Bridge Loan Lenders and the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability copies of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as financing statements disclosed by such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)search.

Collateral. (ai) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all All Capital Stock of each directly owned Subsidiary of each Credit Party and Subsidiary (other than Parent, Excluded Subsidiaries and minority interests in the Capital Stock of certain Credit Parties owned by non-Credit Parties on the date hereof, as previously disclosed to Administrative Agent prior to the date hereof) shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, Documents and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge AgreementDocuments, accompanied by instruments of transfer and undated stock powers endorsed in blank; and, or evidence that arrangements for receipt reasonably satisfactory to Collateral Agent have been made. (bii) All Indebtedness owed to any of the Borrower Credit Parties (other than any Indebtedness of another Credit Party) which exceeds $100,000 individually or $250,000 in the aggregate that is evidenced by one or more promissory notes shall have executed and delivered been pledged pursuant to the Security Documents, and Collateral Agent shall have received original executed versions of all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, or evidence that arrangements for receipt reasonably satisfactory to Collateral Agent have been made. (iii) Collateral Agent shall have received the results of a collateral assignmentsearch of the UCC filings, PPSA registrations and equivalent filings, as applicable, in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing statements, PPSA registrations and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to Collateral Agent that the Liens indicated in any such financing statement, PPSA registration and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the making of the Loans hereunder. (iv) Collateral Agent shall have received evidence, in form and substance satisfactory to the Collateral Agent, that appropriate UCC financing statements (including fixture filings), PPSA registrations or equivalent filings, as applicable, have been duly filed in such office or offices as may be necessary or, in the opinion of the Acquisition Documents; provided thatCollateral Agent, desirable, to perfect Collateral Agent’s Liens in and to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by certified searches reflecting the filing of a all such financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)statements and PPSA registrations.

Collateral. (a) Subject The Administrative Agent is hereby authorized by each Lender to the Limited Conditionality Provision with respect to this Section 6.02(a), hold all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be Collateral pledged pursuant to any Loan Document and to act on behalf of the Lender Group, in its own capacity and through other agents appointed by it, under the Security Documents; provided, that the Administrative Agent shall not agree to the release of any Collateral except in accordance with the terms of this Agreement shall Agreement. The Lender Group acknowledges that the Loan and all interest, fees and expenses hereunder constitute one Funded Debt, secured by all of the Collateral. The Administrative Agent hereby appoints each Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Administrative Agent’s Liens in assets which, in accordance with the UCC, can be pledged) pursuant toperfected by possession. Should any Lender obtain possession of any such Collateral, and subject to the limitations set forth in the Security Pledge AgreementBlocked Account Agreements, and such Lender shall, promptly upon the Administrative Agent’s request therefore, deliver such Collateral to the Administrative Agent shall have received all certificates representing such securities pledged or in accordance with the Administrative Agent’s instructions. The Administrative Agent may purchase, in any public or private sale conducted under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, provisions of the Acquisition Documents; provided that, UCC (including pursuant to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (sections 9-610 and delivery in the case 9-620 of the immediately following clause (1UCC)) and perfection , the provisions of the security interests Bankruptcy Code (1) in the certificated equity securities including pursuant to section 363 of the Target, Bankruptcy Code) or at any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, sale or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in its sole discretionaccordance with Applicable Law, all or any portion of the Collateral. Each member of the Lender Group hereby irrevocably authorizes the Administrative Agent to Credit Bid (in an amount and on such terms as the Administrative Agent may determine) and purchase at any such sale (collectivelyeither directly or through one or more acquisition vehicles) all or any portion of the Collateral on behalf of and for the benefit of the Lender Group (but not as agent for any individual Lender or Lenders, unless the “Limited Conditionality Provision”Majority Lenders shall otherwise agree in writing). Each Lender hereby agrees that, except with the prior written consent of the Administrative Agent, it will not exercise any right that it might otherwise have to Credit Bid at any sales of all or any portion of the Collateral conducted under the provisions of the UCC or the Bankruptcy Code, foreclosure sales or other similar dispositions of Collateral.

Collateral. (a) Subject to To ratably secure full and complete payment ---------- and performance of the Limited Conditionality Provision with respect to this Section 6.02(aObligations (and the Obligations under and as defined in the Tranche B Agreement), (i) the Borrower shall grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, to and on all of the Capital Stock of each directly owned direct or indirect Restricted Subsidiary of each Credit Party the Borrower and any other direct or indirect Restricted Subsidiary of the Borrower, now owned or hereafter acquired and/or designated by the Borrower; and (ii) the Restricted Subsidiaries shall have been pledged (other than grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, to and on all of the Capital Stock of any Excluded each Restricted Subsidiary owned by a Restricted Subsidiary, in which casenow owned or hereafter acquired. (b) With respect to any new Restricted Subsidiary created, acquired or designated after the date hereof, the maximum amount Borrower shall and shall cause each such new Restricted Subsidiary, as applicable, to promptly (but in no event later than 30 days after the creation, acquisition or designation of a Restricted Subsidiary) (i) execute and deliver to the Administrative Agent such new Pledge Agreements and/or amendments to existing Pledge Agreements as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Excluded Restricted Subsidiary permitted and any Restricted Subsidiaries of such Restricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing the Capital Stock of such Restricted Subsidiary and any Restricted Subsidiary of such Restricted Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as applicable, (iii) take such other actions as shall be necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in such Capital Stock, including, without limitation, the filing of such Uniform Commercial Code financing statements as may be requested by the Administrative Agent, (iv) execute and deliver to the Administrative Agent a Restricted Subsidiary Negative Pledge and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i), (ii), (iii) and (iv), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any assets (other than the Capital Stock of Subsidiaries) from time to time acquired by the Borrower which are not transferred to a Restricted Subsidiary in accordance with Section 8.16 (each, an ------------ "Acquired Asset" and collectively, the "Acquired Assets"), the Borrower shall, -------------- --------------- within 90 days after the date on which the aggregate fair market value of all Acquired Assets owned by the Borrower exceeds $500,000, execute and deliver or cause to be pledged pursuant delivered to this Agreement shall be pledgedthe Administrative Agent in a form reasonably acceptable to the Administrative Agent (i) pursuant toone or more mortgages and/or security agreements which grant to the Administrative Agent a first priority perfected security interest in the assets of the Borrower, and whether then owned or thereafter acquired (subject to any Liens permitted by Section 8.3) and ----------- (ii) such additional agreements and other documents as the limitations set forth Administrative Agent reasonably deems necessary to establish a valid, enforceable and perfected first priority security interest in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied assets (subject to any Liens permitted by instruments of transfer and undated stock powers endorsed in blank; andSection 8.3). ----------- (bd) Upon request of the Borrower shall have Administrative Agent, promptly execute and deliver or cause to be executed and delivered to the Collateral Administrative Agent in a collateral assignment, in form and substance satisfactory reasonably acceptable to the Collateral AgentAdministrative Agent such additional agreements and other documents as the Administrative Agent reasonably deems necessary to establish a valid, of the Acquisition Documents; provided that, to the extent any enforceable and perfected first priority security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Collateral.

Collateral. (a) Subject The Borrower shall provide Collateral in Digital Assets with a value (expressed as a percentage) at least equal to the Limited Conditionality Provision with respect Initial Collateral Level of the Loan Assets as set out in the Loan Term Sheet. Collateral shall always be valued at the Blended Spot Price. For the avoidance of doubt, Collateral Level means the ratio of the value of the Collateral to this Section 6.02(a), all Capital Stock the value of each directly owned Subsidiary of each Credit Party the Loan Assets. Reference to Collateral shall have been pledged include any Additional Collateral (other than Capital Stock of any Excluded Subsidiary, in which case, defined below) subsequently provided by the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement Borrower. All Collateral shall be pledged) deposited with the Custodian pursuant to, and subject in accordance with, the terms of the Custody Agreement. For the avoidance of doubt and notwithstanding that the Loan Term Sheet sets out the type and amount of Collateral to be provided, if the Lender (in its sole and absolute discretion) determines that there is any regulatory or liquidity risk in relation to, or litigation against the issuer of, the Digital Asset provided as Collateral, or in the event that the value of the Collateral (based on the Blended Spot Rate) decreases by 25% or more within a twelve (12) hour rolling period, the Lender shall have the right to, by notice to the limitations Borrower, require the Borrower to prepay all or a portion of the Loan Balance upon three (3) days notice. (b) The Collateral transferred by the Borrower to the Lender shall be for the account of the Lender in respect of the relevant Loan obligations of the Borrower to the Lender hereunder and managed pursuant to the Custodial Agreement. Unless otherwise agreed by ▇▇▇▇▇▇, the Borrower hereby grants the Lender a continuing first-priority security interest in the Collateral held by the Custodian under the Custody Agreement , which shall attach upon the transfer of the Loan Assets by the Lender to the Borrower and which shall cease upon the unconditional and irrevocable repayment of all amounts owing by the Borrower to the Lender pursuant to the Loan Documents. The Collateral shall be held in custody by the Custodian pursuant to the Custody Agreement. The Custody Agreement must be executed by the Parties and the Custodian prior to any transfer of Loan Assets or Digital Assets. The Lender shall not lend, invest, re-pledge, rehypothecate, or otherwise use or encumber the Collateral, and shall have access to the Collateral only in accordance with the terms of the Custody Agreement and this Agreement. (c) If the Lender transfers Loan Assets to the Borrower and the Borrower does not transfer Collateral sufficient to comply with any Collateral Level set forth in the Security Pledge AgreementLoan Term Sheet within 12 hours of receipt of the Loan Assets, the Lender shall (even where the Lender does not have a Call Option) have the right to demand that the Borrower repay the Loan Assets immediately. If the Borrower transfers Collateral to the Custodian pursuant to this Schedule 3 and the Collateral Agent shall have received all certificates representing such securities pledged under Lender does not transfer the Security Pledge AgreementLoan Assets to the Borrower within 12 hours of receipt of the Collateral, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered the right (even where the Borrower does not have a Prepayment Option) to direct the Custodian to return the Collateral to the Borrower. The Lender’s obligation to return the Collateral Agent under this paragraph shall not be affected by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations hereunder and neither Party shall be entitled to claim any cyber security issue, technical malfunction, hacker activity, or other misappropriation of funds as a collateral assignment, in form and substance satisfactory force majeure event to release or mitigate its obligations hereunder. (d) The Lender shall instruct the Custodian to return to the Borrower the same amount and type of Collateral, including any Additional Collateral Agentor Margin Call adjustments, within 6 hours of the Acquisition Documents; provided that, Lender’s confirmation that the Loan Assets have been unconditionally and irrevocably returned to the extent Lender (the “Collateral Return Date”). The returned Collateral should be transferred into an applicable Digital Asset Address designated by the Borrower and notified to the Lender. The Lender’s obligation to return the Collateral under this paragraph shall not be affected by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations hereunder and neither Party shall be entitled to claim any cyber security issue, technical malfunction, hacker activity, or other misappropriation of funds as a force majeure event to release or mitigate its obligations hereunder. (e) For each calendar day after the Collateral Return Date in which ▇▇▇▇▇▇ has not returned the entirety of the Collateral, the Lender shall incur an additional nominal fee of 5 per cent. (annualized, calculated daily) on the value of all outstanding portions of the Collateral. Such fee shall be payable by the Lender [on demand]. (f) The Borrower understands that it is not entitled to receive any interest in on any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent transferred to the availability of Lender, unless otherwise agreed between the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent Parties in its sole discretion) (collectively, the “Limited Conditionality Provision”)writing.

Collateral. Cause (ax) Subject all present and future Equity Interests now or hereafter owned by the Parent Guarantor, the Borrower and each present and future Material Subsidiary and (y) all other material tangible and intangible property, other than Excluded Property, now or hereafter owned by the Parent, the Borrower and each present and future respective Material Subsidiary, to be subject at all times to perfected First Priority Liens in favor of the Administrative Agent to secure the Secured Obligations pursuant to the Limited Conditionality Provision terms and conditions of Collateral Documents, provided, however, that the foregoing requirements in this paragraph shall not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and provided further that (i) No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect to this pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries6.11(c) with respect to which Material Real Property as therein described, provided that transmitting utility Uniform Commercial Code financing statements may be filed in state central filing offices; (ii) Control agreements will not be required with respect to deposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of a Joint Venture will not be required for so long as and to the extent that the Joint Venture Organization Documents prohibit such pledge, and a Lien may on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be perfected solely by required if and for so long as (i) such Unrestricted Subsidiary is not a Wholly Owned Subsidiary and the filing Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (ii) such Equity Interests are required to be pledged to secure debt of such Unrestricted Subsidiary (or its parent company that is an Unrestricted Subsidiary) and the terms of such other pledge prohibit a financing statement under lien to secure the UCCSecured Obligations; (iv) after the Borrower’s use with respect to owned vehicles, rail cars and similar collateral for which perfection of commercially reasonable efforts to do soLiens would require taking possession of, then the provision or noting Liens on, a certificate of title, Liens on such assets need not be perfected; (v) Liens on assets will not be required, and/or perfection of a security interest Liens will not be required, in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by circumstances where the Administrative Agent and the Borrower agree that the cost of obtaining (or perfecting, as applicable) a Lien on such assets is materially disproportionate in its sole discretion) (collectively, relation to the “Limited Conditionality Provision”)benefit to the Secured Parties afforded thereby.

Collateral. (a) Subject The Pledgors will cause the Collateral to constitute at all times 100% of the Limited Conditionality Provision with respect to this Section 6.02(a), all total number of shares of each class of Capital Stock of each directly owned Subsidiary Issuer then outstanding and 100% of each Credit Party shall have been pledged all Intercompany Notes issued to any Pledgor at any time whatsoever (other provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than Capital 66% of the total combined voting power of the Voting Stock of any Excluded SubsidiaryIssuer organized under the laws of any jurisdiction outside the United States of America or, in which caseon any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the maximum amount total combined voting power of Capital the Voting Stock of such Excluded Foreign Subsidiary permitted Holdco shall be required to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andhereunder). (b) the Borrower So long as no Event of Default shall have occurred and be continuing, the Pledgors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Pledgors jointly and severally agree that they will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors or cause to be executed and delivered to the Collateral Agent a collateral assignmentPledgors all such proxies, in form powers of attorney, dividend and substance satisfactory other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.4(b). (c) The Pledgors shall be entitled to receive and retain any dividends on the Collateral Agent, paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Pledgors shall be entitled to receive any dividends on the Acquisition Documents; provided that, Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any security interest in Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Collateral is not Lender exercises any available right to declare any Secured Obligation due and payable or cannot be provided and/or perfected seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Closing Date Collateral (other than Permitted Distributions) shall be paid directly to the pledge (Administrative Agent and delivery retained by it in the case Collateral Account as part of the immediately following clause (1)) Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Pledgors jointly and perfection severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the security interests Pledgors (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent except to the availability of extent theretofore applied to the Credit Facility on the Closing DateSecured Obligations), but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended returned by the Administrative Agent in its sole discretion) (collectively, to the “Limited Conditionality Provision”)Pledgors.

Collateral. A. PRe’s obligations under this Agreement are to be fully funded by having PRe place sufficient assets in a Custody Account (a“Custody Account”) Subject at CitiBank, or such other institution or with a trustee (the “Custodian”) as is otherwise agreed to by the Parties, which Custody Account will be funded at all times as is necessary to ensure that the obligations of PRe under this Agreement remain fully collateralized. B. The Custody Account will be held by the Custodian for the sole benefit of PRe and will be used to collateralize Letters of Credit (“LOCs”) and/or set up a trust or trusts (the “Trust Arrangements”) required to secure PRe’s obligations pursuant to the Limited Conditionality Provision Original Policy on the Business Covered under this Agreement. MSRE is expressly authorized to direct that the LOCs or the Trust Arrangements secured by the funds in the Custody Account be used to write the Business Covered in accordance with respect the terms set out in this Agreement. C. Notwithstanding any other provision of this Agreement, MSRE and PRe agree that any funding provided by PRe pursuant to the provisions of this Section 6.02(a)Agreement may be drawn on at any time and that any such funding will be available to be utilized, all Capital Stock by operation of each directly owned Subsidiary law, by MSRE or any MSRE successor, including without limitation, any liquidator, rehabilitator, receiver, or conservator to: (i) reimburse MSRE for PRe’s Loss obligations under the terms and provisions of each Credit Party shall this Agreement and the Original Policies that are due and have not been pledged otherwise paid by PRe; (other than Capital Stock ii) make refunds of any Excluded Subsidiary, sums that are in which case, excess of the maximum actual amount of Capital Stock of such Excluded Subsidiary permitted required to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to pay the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged PRe’s Loss obligations under the Security Pledge terms of this Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (biii) pay PRe’s share of any other amounts that are due under this Agreement. D. If the Borrower shall have executed and delivered amount so drawn down by MSRE is in excess of the actual amount required to satisfy the requirements of Paragraph A of this Article, then MSRE will immediately return to the Collateral Agent a collateral assignment, in form and substance satisfactory to Custody Account the Collateral Agent, excess amount so drawn. All of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot foregoing provisions of this Article will be provided and/or perfected applied without diminution because of insolvency on the Closing Date (other than part of MSRE or PRe. E. The issuing bank(s) of the pledge (and delivery LOCs or the trustee in the case Trust Arrangements will have no responsibility whatsoever in connection with the propriety of withdrawals made by MSRE or the disposition of funds withdrawn, except to ensure that any and all withdrawals are made only on the order of properly authorized representatives of MSRE. F. PRe will be responsible for all costs, disbursements, and expenses that are directly associated with the LOCs, the Trust Arrangements, and the Custody Account. Upon termination of this Agreement, the amounts in the Custody Account will be adjusted quarterly for the business written under the terms of this Agreement until all of the immediately following clause (1)) and perfection liabilities of the security interests (1) PRe are extinguished, at which point any remaining amounts in the certificated equity securities of Custody Account will be returned to PRe and the Target, any Domestic Subsidiaries of Holdings (other than LOCs and/or the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may Trust Arrangements will be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)cancelled.

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all All outstanding Capital Stock of in each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted Guarantor required to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent Documents shall have received all certificates representing such securities been pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andpursuant thereto; (b) the Borrower Administrative Agent shall have executed received the certificates representing the Capital Stock in each Guarantor to the extent required to be delivered under the Security Documents and pledged under the Security Documents to the extent certificated, accompanied by undated stock powers, allonges or other appropriate instruments of transfer endorsed in blank; (c) all Uniform Commercial Code financing statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by such Security Document shall have been delivered to the Collateral Administrative Agent, and shall be in proper form, for filing, registration or recording; (d) the Administrative Agent shall have received the results of a collateral assignmentsearch of the Uniform Commercial Code filings made with respect to the Credit Parties in each such Credit Party’s jurisdiction of incorporation, in form formation or organization, as applicable and substance evidence reasonably satisfactory to the Collateral AgentAdministrative Agent that the Liens indicated by any such effective financing statements disclosed thereby are permitted by Section 10.2, have been released or will be released substantially concurrently with the Closing Date or arrangements for such release have been made; (e) the Administrative Agent shall have received a completed perfection certificate dated as of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (“Perfection Certificate”) and delivery signed by an Authorized Officer of the Borrower; provided that in the case of event any deliverables pursuant to this Section 6.2 or referred to in Section 8.21 or Section 6.2, cannot be delivered on or prior to the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral they shall not constitute a condition precedent to the availability of the Credit Facility on instead be required promptly after the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 Date (and in any event within 45 days after the Closing Date (as such period may be extended plus any extensions granted by the Administrative Agent in its sole discretion) (collectively, pursuant to arrangements to be mutually agreed between the “Limited Conditionality Provision”)Administrative Agent and the Borrower.

Collateral. (a) Subject to The obligations of the Limited Conditionality Provision with Borrower in respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiarythe Facility and at the Borrower’s option, in which case, the maximum amount respect of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement Permitted Interest Rate ▇▇▇▇▇▇ (as defined below) shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignmentsecured by, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided thateach case, to the extent any owned by the Borrower (a) a perfected first priority security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case all of the immediately following clause Investments, including Eligible Assets and Temporary Investments owned by the Borrower, (1)b) and perfection a pledge by the Borrower of 100% of the security equity interests (1) in the certificated equity securities of the TargetFinancing Subsidiaries owned by the Borrower, any Domestic Subsidiaries (c) the Borrower’s rights under Permitted Interest Rate ▇▇▇▇▇▇, (d) all other existing and future assets and property of Holdings the Borrower, including the Custodial Account and the Interest Reserve Account (other than the Target and its Subsidiariesas such terms are defined below) and (2e) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability all proceeds of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) foregoing (collectively, the “Limited Conditionality ProvisionCollateral”).. Notwithstanding the foregoing, (i) if a Half Turn Election is in effect, in connection with the incurrence of permitted Third Party Debt by a Financing Subsidiary, Eligible Assets may be contributed to such Financing Subsidiary or may be acquired by such Financing Subsidiary and will not constitute or will cease to constitute, as the case may be, Collateral and will be available to secure such Third Party Debt and (ii) the Borrower may elect to secure Permitted Interest Rate ▇▇▇▇▇▇ with cash collateral on customary terms, in which case such collateral will not constitute Collateral and will not be included in the calculation of the Asset Coverage Ratio (as defined below) or the Leverage Ratio (as defined below). CUSTODIAL ACCOUNT Eligible Assets and Temporary Investments held by the Borrower will be maintained in a Custodial Account (the “Custodial Account”). All Investment Proceeds in respect of Investments held by the Borrower (but not the Investment Proceeds from Investments held by any Financing Subsidiary unless and until such proceeds are distributed to the Borrower by such Financing Subsidiary) received during each Collection Period shall be deposited into the Custodial Account for allocation and distribution in accordance with the Priority of Payments on the related Loan Payment Date, except in the instance of a withdrawal by the General Partner in accordance with the conditions specified therein. Amounts on deposit in the Custodial Account may be invested in Temporary Investments as determined by the General Partner. INTEREST RESERVE ACCOUNT The Borrower shall establish an interest reserve account (the

Collateral. (a) Subject The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the Limited Conditionality Provision with respect to this Section 6.02(aextent permitted by law), if any, on the Notes and the Note Guarantees and performance of all Capital Stock other obligations under this Indenture and the Notes and the Note Guarantees and the Collateral Documents, shall be secured by second-priority Liens and security interests, subject to Permitted Liens, as provided in the Collateral Documents and the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of each directly owned Subsidiary all of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiarythe Holders and the Trustee, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged each case pursuant to this Agreement shall be pledged) pursuant to, the terms of the Collateral Documents and subject to the limitations set forth in the Security Pledge AgreementIntercreditor Agreements, and the Collateral Agent shall have received all certificates representing such securities pledged under is hereby authorized to execute and deliver the Security Pledge Agreement, accompanied by instruments of transfer Collateral Documents and undated stock powers endorsed in blank; andthe Intercreditor Agreements. (bc) Each Holder, by its acceptance of any Notes and the Borrower shall have executed Note Guarantees, consents and delivered agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) 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 Collateral Agent a collateral assignmentto perform its obligations and exercise its rights under the Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in form the Collateral Documents and substance satisfactory the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) Notwithstanding anything stated in this Indenture to the contrary, the Company, the Guarantors, the Trustee, the Collateral Agent, of Agent and the Acquisition Documents; provided that, to Holders agree that the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral Notes shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended secured by the Administrative Agent Collateral until the Collateral Due Date and the Company and Guarantors shall not be required to execute any documents evidencing the creation or perfection of security interests in its sole discretion) (collectively, the “Limited Conditionality Provision”)Collateral for the benefit of the Holders until the Collateral Due Date.

Collateral. (ai) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of The Collateral Agent shall have received a letter duly executed by each Credit Party authorizing the Collateral Agent to file appropriate financing statements in such offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests on the Collateral to be created by the Loan Documents; (ii) The Collateral Agent shall have been pledged received, on or before the Closing Date, (other than Capital Stock A) all of any Excluded Subsidiary, in which case, the maximum amount certificated Securities then owned by each of Capital Stock of such Excluded Subsidiary permitted the Company and its Subsidiaries that are to be pledged pursuant to this Agreement shall the Security Agreement, together with executed and undated transfer powers in the case of such certificated Securities and (B) all other items required to be pledged) delivered pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Documents; and (iii) The Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11) or similar search reports certified by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory party acceptable to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date dated a date reasonably near (other than the pledge (and delivery in the case of the immediately following clause (1)but prior to) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead listing all effective UCC financing statements, tax liens and judgment liens which name any Credit Party as the debtor, and which are filed in the jurisdictions in which the Credit Parties are organized, together with copies of such financing statements, none of which (other than financing statements filed pursuant to the terms hereof in favor of the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral, other than Liens existing on the date hereof and listed on Schedule 8.01; (iv) The Collateral Agent, on behalf of the Secured Parties, shall be required to be deliveredsatisfied that, or upon the making of Loans hereunder, it shall have a perfected first priority Lien and security interest therein perfectedin the Collateral, not more subject only to Permitted Liens and there shall be no other Liens on or against the assets or properties of the Credit Parties or their Subsidiaries (other than 90 days after Permitted Liens); all filings, recordations and searches necessary or desirable in connection with such liens and security interests (including UCC, tax lien and litigation searches) shall have been duly made or arranged for, and the Closing Date (as such period may be extended by results of which shall have been reasonably satisfactory to the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Lenders; and all filing and recording fees and taxes shall have been duly paid.

Collateral. (a) Subject The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the Limited Conditionality Provision with respect to this Section 6.02(aextent permitted by law), if any, on the Notes and the Guarantees and performance of all Capital Stock other obligations under this Indenture, including, the obligations of each directly owned Subsidiary of each the Issuer and the Guarantors under the Security Documents, shall be secured by a Lien on the Collateral on an equal basis with the Senior Credit Party Facility and any other First Lien Obligations, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have been pledged (other than Capital Stock become parties to simultaneously with the execution of any Excluded Subsidiary, in which case, this Indenture and will be secured by all of the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be Collateral pledged pursuant to the Security Documents hereafter delivered as required or permitted by this Agreement shall be pledged) pursuant toIndenture and the Security Documents. The Trustee, for the benefit of the Holders, hereby appoints JPMorgan Chase Bank, N.A., as the initial Collateral Agent, and subject the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the limitations terms of the Security Documents. (b) Each Holder, by its acceptance of any Notes and the Guarantees, (A) consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents in accordance therewith and (B) authorizes the Trustee to enter into the Security Documents and appoint JPMorgan Chase Bank, N.A. as the initial Collateral Agent. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Pledge AgreementDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Collateral Agent shall have received all certificates representing such securities pledged under Lien of this Indenture and the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Documents in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, respect of the Acquisition Documents; provided that, Trustee and the Holders is subject to and qualified and limited in all respects by the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (Security Documents and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien actions that may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)taken thereunder.

Collateral. (a) Subject As a condition for receiving ISOC-IL’s accreditation approval, the Registrar shall deposit an autonomous bank guarantee, linked to the Limited Conditionality Provision with respect to this Section 6.02(arepresentative rate of the dollar (US), all Capital Stock in the wording specified in appendix “L”: bank guarantee (hereinafter referred to as “the guarantee”). The guarantee will be in the amount of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary20,000 NIS or 40,000 NIS, as ISOC-IL, in which caseits discretion, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant todetermines, and subject according to the limitations set forth information that the Registrar presented in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andits offer. (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead The guarantee shall be required valid for at least one year and the Registrar shall be liable to be delivered, or a security interest therein perfected, extend its validity so long as this agreement is valid and for not more than 90 one year on each occasion. If the validity of the guarantee is not extended and ISOC-IL is not furnished with an extended bank guarantee at least seven days prior to the date of the guarantee’s expiry, ISOC-IL may realize the guarantee and retain the amount thereof until an alternative guarantee is furnished as provided herein. (c) If the Registrar does not pay any financial debt to ISOC-IL, ISOC-IL may, on 10 days’ written warning, obtain payment of all or part of the debt from the guarantee. (d) If ISOC-IL directly or indirectly incurs any extra expenses in consequence of acts or omissions of the Registrar that are in contravention of this agreement, inter alia, but without limitation, legal or collection expenses, ISOC-IL may, after giving 10 days’ written warning, obtain payment from all or part of the Closing Date guarantee, up to the amount of the expenses actually occasioned to it. (as such period may be extended by the Administrative Agent in e) If ISOC-IL exercises its sole discretion) (collectivelyaforesaid powers, the “Limited Conditionality Provision”)Registrar shall arrange, within 14 days of ISOC-IL collecting amounts from the guarantee, for a new guarantee to be issued in accordance with the terms and conditions hereof, instead of the guarantee from which payment was obtained, as a condition for its continued activity as accredited registrar pursuant hereto. (f) Upon the agreement’s termination, ISOC-IL shall return the guarantee to the Registrar, less any unpaid debt of the Registrar and less the costs of transferring the holders to other registrars.

Collateral. (a) Subject to All outstanding equity interests in whatever form of the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock Borrower and each Restricted Subsidiary owned by or on behalf of each directly owned Subsidiary of each any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (other except that the Restricted Subsidiaries shall not be required to pledge more than Capital Stock 65% of the outstanding equity interests of any Excluded Restricted Foreign Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and, shall have been delivered to the Collateral Agent. (b) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have executed been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to the Collateral Agent. (c) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent a collateral assignmentto be filed, in form registered or recorded to create the Liens intended to be created by the Security Agreement and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, perfect such Liens to the extent any security interest required by, and with the priority required by, the Security Agreement shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (d) The Administrative Agent shall have received, in any Collateral is not respect of each Mortgaged Property owned by the Borrower or cannot be provided and/or perfected a Guarantor (i) a policy or policies of title insurance 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 than the pledge Liens except as expressly permitted by Section 10.2 (and delivery in subject to the case consummation of the immediately following clause (1Refinancing)) , together with such endorsements, coinsurance and perfection of reinsurance as the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) Administrative Agent may reasonably request and (2ii) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its SubsidiariesA) a completed Flood Certificate with respect to each Mortgaged Property, which a Lien may Flood Certificate shall (i) be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent addressed to the availability Administrative Agent, (ii) be completed by a company which has guaranteed the accuracy of the Credit Facility on information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the applicable Borrower or Guarantor’s written acknowledgement of receipt of written notification from the Administrative Agent (i) as to the existence of each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Borrower or Guarantor has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Flood Program. It is understood and agreed that the pledges described in clauses (a) through (d) inclusive of this Section 6.2 shall become effective immediately and automatically upon the occurrence of the Closing Date, but instead shall be required that prior to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date Date, such pledges (as such period may and the Liens created thereby) shall not be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)effective.

Collateral. (a) Subject to The Parent and the Limited Conditionality Provision with respect to this Section 6.02(a)Borrower shall, all Capital Stock of and shall cause each directly owned Restricted Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, do all things necessary or reasonably requested by the Administrative Agent to preserve and subject (except as to Non-Perfected Collateral) perfect the limitations set forth in Liens of the Security Pledge AgreementAdministrative Agent for the benefit of the Secured Parties, arising pursuant hereto and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered pursuant to the Collateral Agent Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a collateral assignment, in form perfected prior and substance satisfactory to first Lien on all of the Collateral Agent(except as to Non-Perfected Collateral), including, without limitation, the Equity Interests of the Acquisition Documents; provided that, to Borrower and each of its direct and indirect Domestic Subsidiaries and the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (direct and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any indirect Domestic Subsidiaries of Holdings (other than the Target Borrower and its Subsidiaries) and (2) in other assets the Parent; provided however that only 65% of the Equity Interests of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability Subsidiary substantially all of the Credit Facility on the Closing Date, but instead assets of which consist of stock of one or more Subsidiaries that are not Domestic Subsidiaries shall be required to be deliveredpledged as collateral under this Section 6.14. (b) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary to (i) grant to the Administrative Agent for the benefit of the Secured Parties a Lien on all assets (other than Excluded Collateral, and with respect to FCC Licenses subject to the terms of the Security Agreement) of all Loan Parties which shall be perfected on all Collateral other than Non-Perfected Collateral and (ii) take such action as is necessary from time to time to cause all such Liens in Collateral to be first and prior Liens (except as to Non-Perfected Collateral, and subject to Liens permitted by Section 7.01). For the avoidance of doubt, all Equity Interests in the Borrower and all Equity Interests owned by the Borrower or a security interest therein perfectedany Restricted Subsidiary in any Restricted Subsidiary will continue to be fully pledged as Collateral unless and until Disposed of in accordance with the terms of this Agreement. (c) The Parent and the Borrower shall, not more than 90 days after the Closing Date (as such period may be extended and shall cause each Restricted Subsidiary to do all things necessary or reasonably requested by the Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Liens of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Pledge Agreements and Security Agreements as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral other than Non-Perfected Collateral of the Borrower and each of its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of the Borrower and the Parent; provided, however, that no such action shall be required to perfect the Liens in its sole discretion) (collectively, the “Limited Conditionality Provision”)Non-Perfected Collateral.

Collateral. 4.10.1. The Debentures shall be guaranteed by fiduciary assignment (ai) Subject of all receivables, which shall be free from any lien or encumbrance after verification of the condition precedent pursuant to the Limited Conditionality Provision provisions of the Fiduciary Assignment Agreement, as defined below, resulting from transactions conducted by holders of credit and/or debit cards of the brands VISA or AMERICAN EXPRESS, as means of payment for the acquisition of goods in business establishments of the Company; and of (ii) escrow account held with respect to this Section 6.02(a)bank No. 237, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded SubsidiaryBanco Bradesco S.A., in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, opened in accordance with the terms and subject to the limitations conditions set forth in the Security Pledge “Fiduciary Assignment Agreement of Credit Rights (Receivables) Under Condition Precedent and Other Covenants”, to be executed between Issuer, as Assignor and the Debentureholders represented by the Trustee, as assignees, (“Fiduciary Assignment” or “Guarantee” and “Fiduciary Assignment Agreement”, respectively). The Fiduciary Assignment Agreement shall contemplate that the portion of the assigned credit rights that exceeds the minimum amount, equivalent to fifty percent (50%) of the balance of the Unit Par Value of the Debentures plus the respective Conventional Interest and the Default Charges and Fine, as applicable, may be used and/or encumbered by Issuer in transactions with the Debentureholders and/or with the respective operator of the card(s), subject to the limits and procedures established in said Fiduciary Assignment Agreement and provided all obligations of this Issue are complied with and no event of early maturity has occurred pursuant to the provisions of this Debenture Deed and/or of the Fiduciary Assignment Agreement. 4.10.2. The Fiduciary Assignment Agreement shall be presented for registration, at the expenses of Issuer, in the competent Notary Publics, it being understood that proof of such registration shall occur within up to twenty-five (25) days as from the date of execution of this Deed or until the Subscription Date, whichever is earlier. 4.10.3. If Issuer fails to comply with the obligation set forth in Section 4.10.2 above, the Trustee is hereby irreversibly and irrevocably authorized and granted all powers to promote said registration, in the name of Issuer, as its attorney-in-fact, it being understood that Issuer shall reimburse all expenses, pursuant to the provisions of this Deed and of the Fiduciary Assignment Agreement. 4.10.4. In case it is necessary to replace the Guarantee, Issuer is authorized to replace it for other assets or rights owned by Issuer and/or third parties, as the case may be, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; same or of a different nature than those offered as guarantee, provided that, to the extent any security interest in any Collateral this is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely previously approved by the filing of Debentureholders in a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date Debentureholders Meeting (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality ProvisionGuarantee Replacement”). 4.10.5. For purposes of the provisions of article 70 of the Corporation Law, Trustee hereby agrees with the Guarantee Replacement, provided it is previously approved by the Debentureholders in a Debentureholders Meeting pursuant to the provisions of Section 4.10.4. 4.10.6. If the Guarantee Replacement is not made pursuant to the provisions and within the terms determined in this Deed and in the Guarantee, the early maturity of the Debentures shall be declared, pursuant to the provisions of Section 5.3 (xiv) below. 4.10.7. Upon execution of the Guarantee, subject to the requirements for formalization and creation of the guarantees set forth in these instruments, the Guarantee shall be irrevocably and irreversibly formalized in favor of the Debentureholders, represented by Trustee, to guarantee the due, timely and full payment of the principal and ancillary obligations of Issuer, pursuant to the provisions of this Deed.

Collateral. (a) The Company shall procure that HK Holdco executes and delivers in favor of Purchaser (i) the Account Charge by way of a first ranking security (the “Security”) in respect of the Cash Collateral, which amount shall be adjusted from time to time pursuant to Section 5.17(b), and (ii) the Option Deed. (b) Upon receipt of a Resale Notice (the date of such receipt the “Discharge Date”) by the Company from Purchaser pursuant to Section 5.12 notifying it of the resale of all or a portion of the Subject to the Limited Conditionality Provision Shares, with respect to this Section 6.02(aeach Resale Tranche intended to be resold: (i) Purchaser shall promptly take or procure any action which may be necessary to release and discharge the Security in favor of Purchaser over a Resale Tranche Investment Amount, plus any interests accrued thereon until the Withdrawal Date (as defined below) (the “Released Cash Collateral Amount”), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, on deposit at the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge AgreementCollateral Account, and the Released Cash Collateral Agent Amount shall have received all certificates representing be owned by HK Holdco, free and clear of any Encumbrance. The Company shall procure HK Holdco to withdraw the Released Cash Collateral Amount from the Collateral Account within five (5) Business Days after the Discharge Date (such securities pledged under date on which the Security Pledge AgreementReleased Cash Collateral Amount is withdrawn, accompanied by instruments of transfer and undated stock powers endorsed in blankthe “Withdrawal Date”); and (bii) the Borrower Investment Amount for the purposes of calculating the Redemption Price pursuant to Section 5.13 and the Early Redemption Price pursuant to Section 5.14 shall be reduced by the Resale Tranche Investment Amount (which forms a portion of the Released Cash Collateral Amount) released from the Collateral Account pursuant to Section 5.17(b)(i). The portion of Investment Amount that remains deposited at the Collateral Account as of a specified date, which is equal to (A) the Investment Amount, minus (B) the total and cumulative Resale Tranche Investment Amounts that have executed been released from the Collateral Account as of such a date, is referred to herein as the “Unreleased Investment Amount”. (c) The Company shall procure that the Collateral Bank shall not permit any withdrawal from the Collateral Account unless such withdrawal is approved in writing by the Purchaser until the date on which the Company’s obligations to pay any Redemption Price pursuant to Section 5.13 and delivered any Early Redemption Price pursuant to Section 5.14 or HK Holdco’s obligations under the Option Deed (together the “Secured Obligations”) have been fully performed and discharged in accordance with the terms and conditions of this Agreement or the Option Deed as appropriate; provided, however, that Purchaser shall be authorized to give unilateral instructions in the circumstances where permitted pursuant to the Account Charge, and subject thereto Purchaser shall approve any withdrawal that HK Holdco is entitled to make pursuant to Section 5.13(b), Section 5.13(c), Section 5.14(d) and Section 5.17(b). (d) Once all the Secured Obligations have been paid in full or have been fully performed or lapsed pursuant to the terms and conditions of this Agreement, Purchaser Director shall be removed from HK Holdco as a director and as a co-signatory to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Account.

Collateral. To secure the prompt and complete payment and performance when due (awhether at stated maturity, by acceleration or otherwise) Subject of the Obligations, each Obligor hereby pledges, assigns and transfers to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant toAgent, and subject hereby grants to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, for the ratable benefit of the Acquisition Documents; provided thatSecured Parties, to the extent any a continuing security interest in and Lien upon all of the following Property now owned or at any Collateral is not time hereafter acquired by it or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in which such Obligor now has or at any time in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Targetfuture may acquire any right, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security title or interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality ProvisionCollateral”): (a) all Accounts and Credit Card Receivables; (b) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper) and Payment Intangibles, in each case solely to the extent relating to or arising from Accounts or Credit Card Receivables; (c) all Collateral Accounts (and all cash, checks and other negotiable instruments, funds, Automated Clearing House transfers, wired funds, Investment Property, credit balances and any other evidences of payment held therein or credited thereto) (in each case, other than cash, checks and other negotiable instruments, funds, Automated Clearing House transfers, wired funds, Investment Property, credit balances and any other evidences of payment held therein or credited thereto to the extent constituting identifiable proceeds of the Term Priority Collateral (as defined in the Intercreditor Agreement) other than Inventory); (d) solely to the extent related to Accounts and Credit Card Receivables, all Securities Accounts, Security Entitlements and Securities credited thereto (in each case except to the extent constituting identifiable proceeds of the Term Priority Collateral (as defined in the Intercreditor Agreement) other than Inventory); (e) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing, all Documents, General Intangibles, Payment Intangibles, Instruments (including promissory notes), Commercial Tort Claims, Letters of Credit, Letter of Credit Rights, and Supporting Obligations; provided, however, that the foregoing shall not include any Intellectual Property; (f) all books, records and documents related to the foregoing (including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any of the foregoing); (g) proceeds of business interruption insurance; and (h) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing in whatever form received (including proceeds of credit insurance, refunds, rebates and any other insurance and claims against third parties (in each case, regardless of whether Agent is the loss payee thereof)).

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly owned Subsidiary by the Borrower or any Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (bi) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to Holdings, the Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date, that is owing to the Borrower or any Guarantor shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary owned by the Borrower on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (c) All UCC personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement) reasonably requested by the Collateral Agent to be delivered to create and perfect the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC, with the United States Patent and Trademark Office or the United States Copyright Office. (d) The Administrative Agent shall have received a collateral assignmentcompleted Perfection Certificate, in form and substance satisfactory to the Collateral Agent, dated as of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries signed by an Authorized Officer of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)together with all attachments contemplated thereby.

Collateral. (a) Subject The Pledgor shall cause the Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of the Issuer then outstanding owned by the Pledgor. (b) So long as no Trigger Event shall have occurred and be continuing, the Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Limited Conditionality Provision Collateral for all purposes not inconsistent with respect to the terms of this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, any other Project Document or any other Financing Documents; and the Collateral Agent shall have received all certificates representing such securities pledged under execute and deliver to the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have Pledgor or cause to be executed and delivered to the Pledgor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 5.4(b). (c) Unless and until a Trigger Event has occurred and is continuing, the Pledgor shall be entitled to receive, retain and distribute as dividends or otherwise any dividends on the Collateral paid in cash out of earned surplus. (d) If any Trigger Event shall have occurred and be continuing, and whether or not the Collateral Agent a collateral assignmentor any other Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement or any other Project Document, in form all dividends and substance satisfactory other distributions on the Collateral to which the Pledgor is entitled shall be paid directly to the Collateral Agent, Agent and retained by it as part of the Acquisition Documents; Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request, the Pledgor agrees to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided thatthat if such Trigger Event is waived or cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of the Pledgor (except to the extent any security interest in any Collateral is not or cannot theretofore applied to the Secured Obligations), be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely returned by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent Agent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Pledgor.

Collateral. (a) Subject to the Limited Conditionality Provision limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) cause all of its owned property (subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with respect the terms and conditions of the Collateral Documents, subject in all cases to this Section 6.02(a)Permitted Liens. Without limiting the generality of the foregoing, all the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Excluded SubsidiaryPledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages covering real property other than Fee Owned Real Property shall be required hereunder, and no Mortgages shall be required hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree in which case, the maximum amount exercise of Capital Stock its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Excluded Subsidiary permitted Mortgages as soon as reasonably practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent as the lienholder on the Effective Date need to be pledged pursuant retitled to reflect the Administrative Agent as the lienholder; and (5) no Mortgages or vehicle titles shall be required hereunder to the extent the Borrower is in compliance with the Mortgage and Vehicle Title Requirement). (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be pledged) pursuant to, and subject to deemed inapplicable during the limitations set forth in the Security Pledge Agreement, and continuation of the Collateral Agent shall have received all certificates representing such securities pledged under Release Event (as defined below) that has not been followed by the Security Pledge Agreement, accompanied by instruments of transfer Collateral Regrant Event (as defined below) and undated stock powers endorsed in blank; and (b) the Borrower shall have executed take all actions necessary for the Administrative Agent’s Lien on such inventory and delivered equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Agent a collateral assignmentDocuments will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each other Credit Party will re-grant the security interests in form and substance satisfactory to the Collateral Agent, of pursuant to comparable Collateral Documents (the Acquisition Documents; provided that, to “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (ii) notwithstanding the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following foregoing clause (1i)) and perfection , no re-granting of the security interests (1) in and the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility Liens on the Closing Date, but instead shall Collateral will be required to be delivered, if the Borrower receives Ratings of BBB (stable or a security interest therein perfected, not more than 90 days after the Closing Date better outlook) or higher from S&P and Baa2 (as such period may be extended by the Administrative Agent in its sole discretionstable or better outlook) (collectively, the “Limited Conditionality Provision”)from ▇▇▇▇▇’▇.

Collateral. (a) Subject The Company will cause the Collateral to constitute at all times 100% of the Limited Conditionality Provision with respect to this Section 6.02(a), all total number of shares of each class of Capital Stock of each directly owned Subsidiary Issuer then outstanding and 100% of each Credit Party shall have been pledged all Intercompany Notes issued to the Company at any time whatsoever (other provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than Capital 66% of the total combined voting power of the Voting Stock of any Excluded SubsidiaryIssuer organized under the laws of any jurisdiction outside the United States of America, in which caseor on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the maximum amount total combined voting power of Capital the Voting Stock of such Excluded Foreign Subsidiary permitted Holdco shall be required to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andhereunder). (b) the Borrower So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company or cause to be executed and delivered to the Collateral Agent a collateral assignmentCompany all such proxies, in form powers of attorney, dividend and substance satisfactory other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) The Company shall be entitled to receive and retain any dividends on the Collateral Agent, paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Company shall be entitled to receive any dividends on the Acquisition Documents; provided that, Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any security interest in Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Collateral is not Lender exercises any available right to declare any Secured Obligation due and payable or cannot be provided and/or perfected seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Closing Date Collateral (other than Permitted Distributions) shall be paid directly to the pledge (Administrative Agent and delivery retained by it in the case Collateral Account as part of the immediately following clause (1)) Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees to execute and perfection deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the security interests Company (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent except to the availability of extent theretofore applied to the Credit Facility on the Closing DateSecured Obligations), but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended returned by the Administrative Agent in its sole discretion) (collectively, to the “Limited Conditionality Provision”)Company.

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent collateral agent under the Term Loan Credit Documents shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Pledge Agreement as of the Closing Date shall, to the extent exceeding $2,500,000 (individually), be evidenced by one or more global promissory notes and shall have executed been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Collateral Agent 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, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording. (d) The Administrative Agent shall have received a collateral assignmentcompleted Perfection Certificate, in form dated the Closing Date and substance satisfactory signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any Collateral Agent, (other than Collateral consisting of the Acquisition Documents; provided thatCapital Stock of the Borrower and the Capital Stock of any Domestic Subsidiary required to be pledged pursuant to Section 6.2(a)), to the extent any security interest in any Collateral is not or canwhich may not be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a UCC financing statement under statement, if the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date without undue burden or expense and without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the availability of the initial Credit Facility Event to occur on the Closing Date. To the extent that any such security interest is not so perfected on or prior to the Closing Date, but instead shall then Holdings and the Borrower agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to be deliveredperfect such security interests, on or a security interest therein perfected, not more than 90 prior to the date that is 60 days after the Closing Date (or such longer period of time as such period may be extended agreed to by the Administrative Collateral Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (ai) Subject The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as and to the Limited Conditionality Provision extent provided in the Security Documents which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with respect the execution of this Indenture and shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements, as applicable; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents (collectively, the “Excluded Collateral”). (ii) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to this Section 6.02(a)the terms of the Security Documents and the Intercreditor Agreements, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged as applicable. (other than Capital Stock iii) Each Holder, by its acceptance of any Excluded SubsidiaryNotes and the Guarantees thereof, in which caseconsents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including, without limitation, the maximum amount of Capital Stock of such Excluded Subsidiary permitted provisions providing for foreclosure) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to be pledged pursuant time in accordance with their terms, agrees that the Collateral Agent is hereby authorized to this Agreement shall be pledgedexecute and deliver the Security Documents and the Intercreditor Agreements and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (iv) pursuant toThe Trustee and each Holder, by accepting the Notes and subject to the limitations Guarantees thereof, acknowledges that, as more fully set forth in the Security Pledge AgreementDocuments and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Collateral Agent shall have received all certificates representing such securities pledged under Lien of the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Documents in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, respect of the Acquisition Documents; provided that, Trustee and the Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the extent any security interest in any Collateral is not or cannot be provided and/or perfected on Security Documents and the Closing Date (other than the pledge (Intercreditor Agreements and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien actions that may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)taken thereunder.

Collateral. (a) Subject to As continuing security for the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which caseLoan Obligation, the maximum amount of Capital Stock of such Excluded Subsidiary permitted Client hereby assigns, grants and conveys to be pledged pursuant to this Agreement shall be pledged) pursuant to, CGMI a first priority Lien and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not all cash, stocks, bonds, and other securities and instruments now or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery hereafter in the case Account, and all dividends, interest and proceeds of the immediately following clause (1)) such property, and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely property substituted by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest Client in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) accordance with this Agreement (collectively, the “Limited Conditionality ProvisionCollateral”). No substitution of Collateral shall be permitted without CGMI’s approval, upon such terms and conditions as may be prescribed by CGMI. The Client agrees to take any action reasonably requested by CGMI to maintain and preserve CGMI’s first priority Lien and security interest in the Collateral. Client hereby authorizes CGMI to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and CGMI has no further obligations under this Agreement. At any time prior to the Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral and remains as cash in the Account. From the date of the first Advance until the Loan Obligation has been repaid in full and CGMI has no further obligations under this Agreement, all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and any other portion of the Loan Obligation then due, and Client authorizes CGMI to make such applications without any further approval or consent of Client required; provided, that, upon request made to CGMI, Client shall be entitled to withdraw from the Account on or after the 15th day of each month (except to the extent that a Shortfall would result from such withdrawal) the amount of such interest paid on the Collateral prior to the first day of such month exceeding (x) any accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) plus (y) the amount of interest on the Loan Obligation payable for the preceding month.

Collateral. For the purposes of this Agreement, all of the following property now owned by Grantor or in which Grantor now has any right, title or interests is collectively referred to as the "Collateral": (a) Subject all Pledged Collateral; (b) all Deposit Accounts; (c) all books and records pertaining to the Limited Conditionality Provision with respect to property described in clauses (a) and (b) of this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank2.1; and (bd) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent not otherwise included, all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained above: (1) to the extent the security interest in created by this Agreement is securing indebtedness for borrowed money or guarantees of indebtedness for borrowed money (collectively "Funded Debt"), such security interest shall not extend to, and the term "Collateral" shall not include, any Restricted Property (except to the extent the aggregate Funded Debt secured by Restricted Property hereunder does not exceed at any time outstanding 10% of Consolidated Net Tangible Assets); (2) so long as Grantor is bound by Section 5.5 of the Participation Agreement, the maximum principal amount of Debt Obligations secured hereunder shall not exceed at any time outstanding the sum of (x) $800,000,000 plus (y) the amount of Debt Obligations to the extent secured by Designated Joint Ventures; (3) any Pledged Collateral if the grant of a security interest therein would constitute a violation or breach of any other agreement by which Grantor is bound; and (4) any Deposit Accounts for which the relevant depository bank's jurisdiction is not or in the United States and acceptable arrangements cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery made in the case United States. The parties hereto agree that the amount of the immediately following clause Debt Obligations that may be secured under this Agreement is limited under clauses (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement above, as required under the UCC) after Indenture and the Borrower’s use Participation Agreement, to only a portion of commercially reasonable efforts the aggregate Debt Obligations owing or which may become owing by Grantor to do so, then the provision and/or perfection Lender and that any payments or repayments of a security interest in such Collateral Debt Obligations shall not constitute a condition precedent be and be deemed to be applied first to the availability portion of such Debt Obligations that is not secured hereby, it being the Credit Facility on parties' intent that the Closing Date, but instead portion of such Debt Obligations last remaining unpaid shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)secured hereby.

Collateral. Payment of the Obligations will be secured by (ai) Subject to a first perfected security interest in 100% of the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of the Borrower and each directly owned Subsidiary of the Subsidiaries of the Parent and the Borrower, except Excluded Stock, (ii) Unlimited Guaranties of the Obligations by each Credit Party shall have been pledged Guarantor, (other than Capital Stock iii) a first perfected security interest (except for Permitted Liens) in accounts, inventory, non-fixture equipment of any Excluded Subsidiary, in which casethe Borrower, the maximum amount Parent and each of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant tothe Restricted Subsidiaries, and subject to inter-company loans among the limitations set forth in Parent, the Security Pledge AgreementBorrower, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge AgreementSubsidiaries (except loans between Unrestricted Subsidiaries), accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed Deposit Account and delivered the Parent Deposit Account, but excluding (A) all tangible and intangible assets of Mutual Signal and the Subsidiaries of Mutual Signal, (B) fiber and other related assets subject to the Collateral Agent a collateral assignmentan IRU, in form and substance satisfactory to the Collateral Agent, (C) microwave assets of the Acquisition Documents; provided thatParent, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on Borrower and the Closing Date Restricted Subsidiaries, (other than the pledge (and delivery in the case D) intellectual property of the immediately following clause Parent, the Borrower and the Restricted Subsidiaries, (1)E) motor vehicles, and perfection (F) assets subject to Liens permitted under Section 8.03(b) hereof, and (iv) certain real estate sites and contract rights of the security interests Parent, the Borrower and the Restricted Subsidiaries (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target except Mutual Signal and its Subsidiaries) and (2) in collectively, together with all other Properties or assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after Parent, the Borrower’s use of commercially reasonable efforts , Subsidiaries and other Persons securing the Obligations from time to do sotime, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent "Collateral"). The Borrower agrees that it will, and will cause the Parent and the Restricted Subsidiaries to the availability of the Credit Facility on the Closing Dateexecute and deliver, but instead shall be required or cause to be executed and delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (such documents as such period may be extended by the Administrative Agent may from time to time reasonably request to create and perfect a first Lien (subject to Permitted Liens) for the benefit of the Administrative Agent and the Lenders in its sole discretion) (collectivelythe Collateral, subject to the “Limited Conditionality Provision”)terms of Section 6.18 hereof.

Collateral. Except for any items referred to on Schedule 9.20: (a) Subject All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the Limited Conditionality Provision extent required by, and with respect the priority required by, such Security Document shall have been delivered to this the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 6.02(a), 9.10. (b) All Stock of the Borrower and all Capital Stock of each directly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each Credit Party case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Loan Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and and/or undated stock powers endorsed in blank; and. (bi) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Loan Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent a collateral assignment(or its agent, designee or bailee in form and substance satisfactory to accordance with the Collateral AgentFirst Lien/Second Lien Intercreditor Agreement) shall have received such Intercompany Note, together with undated instruments of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) transfer with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCCthereto endorsed in blank. (d) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead The Guarantee shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)full force and effect.

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Pledge Agreement as of the Closing Date shall, to the extent exceeding $2,500,000 (individually), be evidenced by one or more global promissory notes and shall have executed been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Collateral Agent 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, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording. (d) The Administrative Agent shall have received a collateral assignmentcompleted Perfection Certificate, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on dated the Closing Date (other than the pledge (and delivery in the case signed by an Authorized Officer of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the TargetBorrower, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) together with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)all attachments contemplated thereby.

Collateral. (a) Subject to All outstanding Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Parent Borrower and all Capital Stock of each Subsidiary of the Parent Borrower directly owned by the Parent Borrower or any U.S. Subsidiary Guarantor, in each case, as of each Credit Party the Closing Date, shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this the U.S. Security Agreement (except that such Credit Parties shall not be pledgedrequired to pledge any U.S. Excluded Stock and Stock Equivalents) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent (or the Term Loan Administrative Agent in accordance with the ABL Intercreditor Agreement) shall have received all certificates certificates, if any, representing such securities pledged under the U.S. Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All certificates, if any, representing the shares charged under the Foreign Security Documents executed and delivered as of the Closing Date, accompanied by executed stock transfers forms in blank. (c) All Indebtedness of the Parent Borrower and each Subsidiary of the Parent Borrower that is owing to the Parent Borrower or a U.S. Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the U.S. Security Agreement, and the Collateral Agent (or the Term Loan Administrative Agent in accordance with the ABL Intercreditor Agreement) shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (d) All documents and instruments, including Uniform Commercial Code or other applicable personal property financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any U.S. Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such U.S. Security Document shall have been delivered to the Collateral Agent a collateral assignmentin proper form for filing, in form registration or recording and substance satisfactory none of the U.S. Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted hereunder. (e) The Parent Borrower shall deliver to the Collateral AgentAgent the completed Perfection Certificates with respect to the applicable Borrowers party hereto on the Closing Date, executed and delivered by an Authorized Officer of the Acquisition Documents; provided thatapplicable Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than to the pledge (and delivery in extent that a lien on the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien U.S. Collateral may be perfected solely by the filing of a financing statement under the UCCUniform Commercial Code or by the delivery of stock or other equity certificates of the Parent Borrower or a Material Subsidiary of the Parent Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the U.S. Collateral and such stock or other equity certificates have been received from the Parent Borrower) is not or cannot be provided or perfected on the Closing Date after the Parent Borrower’s use of commercially reasonable efforts to do so, then or without undue burden or expense, the provision and/or creation or perfection of a such security interest in such Collateral shall not constitute a condition precedent to the availability of the initial Credit Facility Extension on the Closing Date, Date but shall instead shall be required to be delivered, delivered or a security interest therein perfected, not more than provided within 90 days after the Closing Date (or such later date as such period may be extended reasonably agreed by the Parent Borrower and the Term Loan Administrative Agent (with respect to Term Priority Collateral) or the Administrative Agent in its sole discretion(with respect to ABL Priority Collateral)) (collectively, pursuant to arrangements to be mutually agreed by the “Limited Conditionality Provision”)Parent Borrower and the Term Loan Administrative Agent or the Administrative Agent.

Collateral. (a) Subject to All outstanding equity interests in whatever form of the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock US Borrower and each Restricted Subsidiary owned by or on behalf of each directly owned Subsidiary of each any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (other except that the Restricted Subsidiaries shall not be required to pledge more than Capital Stock 65% of the outstanding equity interests of any Excluded Restricted Foreign Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (b) All outstanding equity interests in whatever form of the UK Borrower shall, except to the extent pledged pursuant to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements and all certificates representing securities pledged under the UK Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have executed and been delivered to the Collateral Escrow Agent a collateral assignmentand shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (c) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the German Pledge Agreement shall have been pledged pursuant to the German Pledge Agreement and all certificates representing securities pledged under the German Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in form and substance satisfactory blank, shall have been delivered to the Collateral Agent, Escrow Agent and shall be held in escrow pursuant to the terms of the Acquisition Documents; provided thatFinancing Escrow Agreement. (d) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the Canadian Pledge Agreements and all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (e) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the French Pledge Agreements shall have been pledged pursuant to the French Pledge Agreements and all certificates representing securities pledged under the French Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (f) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Taiwan Pledge Agreements shall have been pledged pursuant to the Taiwan Pledge Agreements and all duly endorsed certificates representing securities pledged under the Taiwan Pledge Agreements, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (g) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Italian Share Pledge Agreements shall have been pledged pursuant to the Italian Share Pledge Agreements and all certificates representing securities pledged under the Italian Share Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (h) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Luxembourg Pledge Agreements shall have been pledged pursuant to the Luxembourg Pledge Agreements and all certificates representing securities pledged under the Luxembourg Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (i) All Indebtedness of Holdings, the US Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (j) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and to perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (k) All documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by each of the Foreign Security Documents and to perfect such Liens to the extent required by, and with the priority required by, each of the Foreign Security Documents shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (l) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the US Borrower or a US Subsidiary Guarantor a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any security interest in any Collateral is not or cannot be provided and/or perfected other Liens except as expressly permitted by Section 10.2 (and subject to the release on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection liens thereon in respect of the security interests Existing Credit Agreement), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request. It is understood and agreed that the pledges described in clauses (1a) in through (i) inclusive of this Section 6.2 shall become effective immediately and automatically upon the certificated equity securities occurrence of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required that prior to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date Date, such pledges (as such period may and the Liens created thereby) shall not be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)effective.

Collateral. (a) Subject All obligations of Borrower under the Loan Papers to which it is a party shall be secured to the Limited Conditionality Provision extent and in the manner provided in the appropriate Security Document by the following (the "COLLATERAL") (i) a first Lien on all capital stock issued to VRI by its direct Restricted Subsidiaries, (ii) a first Lien on all capital stock issued to ▇▇▇▇▇▇▇ Resorts by its Restricted Subsidiaries and on its Rights with respect to this Section 6.02(a)Distributions from Keystone/Intrawest L.L.C., (iii) a second Lien on all Capital Stock capital stock issued to VHI by Borrower, (iv) a second Lien on all capital stock issued to Borrower or Borrower's Restricted Subsidiaries by all companies which were Restricted Subsidiaries of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject Borrower prior to the limitations set forth in the Security Pledge Agreement▇▇▇▇▇▇▇ Acquisition, and the Collateral Agent shall have received Companies' 50% interest in ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇/Vail Associates Real Estate, L.L.C., (v) a first Lien on all certificates representing such securities pledged under capital stock issued to Borrower or any Restricted Subsidiary of Borrower by ▇▇▇▇▇▇▇ Resorts and any Restricted Subsidiaries of Borrower created or acquired after the Security Pledge Agreement▇▇▇▇▇▇▇ Acquisition; (vi) a second Lien on each of the Vail Forest Service Permits, accompanied by instruments and (vii) a first Lien on each of transfer and undated stock powers endorsed in blank; andthe ▇▇▇▇▇▇▇ Forest Service Permits. (b) Upon receipt by the Borrower Companies of Net Equity Proceeds of at least $65,000,000 and the application of such proceeds in prepayment of Subordinated Debt and/or Principal Debt in accordance with SECTION 3.2(D)(III), Liens created by the Security Documents shall have executed terminate and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery Lenders shall release their interests in the case Collateral. Upon compliance with the provisions of the immediately following clause (1)) preceding sentence or in accordance with the provisions of SECTION 14.13, Agent will, at the expense of Borrower, deliver to Borrower any Collateral that is in its possession and perfection execute and deliver such documents, certificates or other instruments as Borrower may reasonably request to evidence the termination of such Liens and the release of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Collateral.

Collateral. (a) Subject The Parent will cause the Collateral to constitute at all times 100% of the Limited Conditionality Provision with respect to this Section 6.02(a), all total number of shares of each class of Capital Stock of each directly owned Subsidiary Issuer then outstanding and 100% of each Credit Party shall have been pledged all Intercompany Notes issued to the Parent at any time whatsoever (other provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than Capital 66% of the total combined voting power of the Voting Stock of any Excluded SubsidiaryIssuer organized under the laws of any jurisdiction outside the United States of America or, in which caseon any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the maximum amount total combined voting power of Capital the Voting Stock of such Excluded Foreign Subsidiary permitted Holdco shall be required to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andhereunder). (b) the Borrower So long as no Event of Default shall have occurred and be continuing, the Parent shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Parent agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Parent or cause to be executed and delivered to the Collateral Agent a collateral assignmentParent all such proxies, in form powers of attorney, dividend and substance satisfactory other orders, and all such instruments, without recourse, as the Parent may reasonably request for the purpose of enabling the Parent to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) The Parent shall be entitled to receive and retain any dividends on the Collateral Agent, paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Parent shall be entitled to receive any dividends on the Acquisition Documents; provided that, Collateral paid in cash to the extent necessary to fund Restricted Payments by the Parent permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any security interest in Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Collateral is not Lender exercises any available right to declare any Secured Obligation due and payable or cannot be provided and/or perfected seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Closing Date Collateral (other than Permitted Distributions) shall be paid directly to the pledge (Administrative Agent and delivery retained by it in the case Collateral Account as part of the immediately following clause (1)) Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Parent agrees to execute and perfection deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the security interests Parent (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent except to the availability of extent theretofore applied to the Credit Facility on the Closing DateSecured Obligations), but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended returned by the Administrative Agent in its sole discretion) (collectively, to the “Limited Conditionality Provision”)Parent.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) Subject All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the Limited Conditionality Provision extent required by, and with respect the priority required by, such Security Document shall have been delivered to this the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 6.02(a), 10.2. (b) All Stock of the Borrower and all Capital Stock of each directly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each Credit Party case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded SubsidiaryStock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in which caseblank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the maximum amount of Capital Stock of such Excluded Borrower or any Subsidiary permitted to Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. 715000788 12406500715000788 12406500 (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged under pursuant to the Security Pledge Agreement, accompanied by and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer and undated stock powers with respect thereto endorsed in blank; and. (bd) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead The Guarantee shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)full force and effect.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the date hereof, Holdco shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. Holdco will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) Subject neither Holdco, the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock granting of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock such security interest would result in the violation of any Excluded Subsidiaryapplicable law or regulation, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower Collateral shall have executed and delivered to the Collateral Agent not include a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral is shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be provided and/or perfected pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the Closing Date taxes imposed by subtitle A of the Code, (other than e) the pledge (and delivery in the case of the immediately following clause (1)) and perfection Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interests (1) in interest would outweigh the certificated equity securities of benefit to the Target, any Domestic Subsidiaries of Holdings (other than the Target Lenders and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than in which it may determine that the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection taking of a security interest in such Collateral shall would not constitute a condition precedent to the availability of the Credit Facility on the Closing Datebe advisable, but instead and (g) no foreign law security or pledge agreements shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)required.

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (other than Exempt Property) to be subject at all times to first priority (except in case of Liens permitted in Section 6.15.15 and cash deposited with General Electric Capital Corporation, or an agent or affiliate thereof, to secure Letter of Credit reimbursement obligations under the Existing Credit Agreement), perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to the Mortgaged Properties owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no such Mortgages, Mortgage Instruments and pledge agreements are required to be delivered hereunder until May 30, 2004 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments and pledge agreements by May 30, 2004 or such later date shall constitute a Default under Section 7.3) with respect to (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, Mortgaged Properties on the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth Closing Date in the Security Pledge Agreement, case of Mortgages and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer Mortgage Instruments and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, pledge of the Acquisition Documents; provided that, to the extent any security interest equity interests in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery each Foreign Subsidiary in the case of such pledge agreements; provided that the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and Borrower hereby agrees to use its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do socause the delivery of such Mortgages, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on Mortgage Instruments, and pledge agreements as soon as practicable after the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (ai) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all All Capital Stock of each directly owned Subsidiary of each Credit Party and Subsidiary (other than Parent) shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, Documents and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge AgreementDocuments, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (bii) All Indebtedness in an aggregate amount exceeding $500,000 that is owed to any of the Borrower Credit Parties (other than any Indebtedness of another Credit Party) and evidenced by one or more promissory notes shall have executed and delivered been pledged pursuant to the Security Documents, and Collateral Agent shall have received original executed versions of all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (iii) Collateral Agent shall have received the results of a collateral assignmentsearch of the UCC filings, PPSA registrations and equivalent filings, as applicable, in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing statements, PPSA registrations and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to Collateral Agent that the Liens indicated in any such financing statement, PPSA registration and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the making of the Loans hereunder. (iv) Collateral Agent shall have received evidence, in form and substance satisfactory to the Collateral Agent, that appropriate UCC financing statements (including fixture filings), PPSA registrations or equivalent filings, as applicable, have been duly filed in such office or offices as may be necessary or, in the opinion of the Acquisition Documents; provided thatCollateral Agent, desirable, to perfect Collateral Agent’s Liens in and to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by certified searches reflecting the filing of a all such financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)statements and PPSA registrations.

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedand Stock Equivalents) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent a collateral assignmentin proper form for filing, in form registration or recording and substance satisfactory none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral AgentAgent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. (e) The Administrative Agent shall have received (i) searches of Uniform Commercial Code filings or analogous public filings in the jurisdiction of incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Acquisition Documents; provided thatCollateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions, (ii) tax lien, judgment and bankruptcy searches and (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lenders in order to perfect the Collateral Agent’s security interest in the intellectual property. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent any security interest in any Collateral is not constituting Collateral, the Borrower agrees to deliver or cannot cause to be provided and/or perfected on the Closing Date (delivered such documents and instruments, and take or cause to be taken such other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien actions as may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be deliveredgrant and perfect such security interests, on or a security interest therein perfected, not more than 90 prior to the date that is 120 days after the Closing Date (or such longer period of time as such period may be extended agreed to by the Administrative Collateral Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject For the purposes of securing due compliance of each and all of the obligations of Borrower under the terms hereof, no later than fifteen days from and after execution hereof, the Borrower will form, on a separate document, a SALE AND PAYMENT TRUST whereby the Borrower will contribute such amount of CPO’s as it may be necessary to equal the Limited Conditionality Provision with amount of THREE HUNDRED AND FIFTY MILLION DOLLARS, LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, to maintain a collateral ratio of one point four to one, in respect to this Section 6.02(a)outstanding balance of the Loan. Such Trust shall have the conditions which may be necessary for its operation and implementation. If the value of CPO’s contributed into the trust should fall below FIFTEEN PERCENT or more, the Borrower hereby agrees to contribute into the trust, additional CPO’s to maintain at all Capital Stock times the above required coverage of each directly owned Subsidiary one point four to one. The Borrower shall have five days to elect to create a deposit of each Credit Party money in the account designated to that end by the Lender, for an amount equal to such number CPO’s as required to maintain the referred coverage of one point four to one. Given the fact that the Trust is not created concurrently [with execution hereof] and until such time the Trust is formed, the Borrower hereby, to secure compliance of Borrower’s obligations hereunder, creates a first order and priority pledge upon the entirety of the shares of stock it holds in CONTROL ADMINISTRATIVE MEXICANO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, and indirectly, through its subsidiary, CEMEX MEXICO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, upon the entirety of the shares of stock it holds in CAMCEM, SOCIEDAD ANONIMA DE CAPITAL VARIABLE. The pledge created herein shall remain effective for fifteen calendar days from and after execution hereof, provide that the Trust referred to in the preceding paragraph shall have been pledged (other than Capital Stock of any Excluded Subsidiaryformed at Lender’s satisfaction. If the Trust cannot be formed for whatever reason, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, terminate and subject foreclosure efforts as to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent created herein shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)commence.

Collateral. Except as specified in Schedule 2.01(a) the Borrower's obligations hereunder, under the Notes and in respect of any Rate Hedging Obligations entered into with any Hedging Lenders shall be secured at all times by: (ai) Subject the unconditional guaranty of each of the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, the Letter-of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)) and the Parent (provided that the Parent's guaranty shall be non-recourse, except to the Limited Conditionality Provision with respect extent of the Collateral required to this Section 6.02(abe provided by the Parent under subparagraph (v) below); (ii) a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each of the Borrower and the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, each Letter-of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)), including without limitation any intercompany notes, obligations or agreements, subject only to (A) any prior Permitted Liens and (B) the exclusion of any FCC License, except to the extent (if any) that such a security interest is permitted or not prohibited by the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC (but including, to the maximum extent permitted by law, all Capital Stock rights incident or appurtenant to any such FCC License including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (iii) first mortgages on all presently owned and hereafter acquired real estate owned by each of the Borrower and the Subsidiaries, subject only to any prior Permitted Liens, together with mortgagee's title insurance policies acceptable to the Lenders; (iv) first priority perfected collateral assignments of or leasehold mortgages on all real estate leases in which any of the Borrower and the Subsidiaries now has or may in the future have an interest, subject only to any prior Permitted Liens, and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Agent shall reasonably require, together with mortgagee's title insurance policies acceptable to the Agent; (v) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding ownership interests of each directly owned Subsidiary of each Credit Party the Borrower and the Subsidiaries and all warrants, options and other rights to purchase such ownership interests; (vi) without limiting the generality of Section 2.01(a)(i), first priority perfected collateral assignments of all NRTC Member Agreements and any other satellite broadcasting distribution agreements as the Agent shall have been pledged reasonably deem necessary to protect the interests of the Lenders, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require; (other than Capital Stock of any Excluded Subsidiaryvii) a first priority perfected security interest in the Borrower Collateral Account (as defined in the Parent Term Loan Documents as in effect on the Third Amendment Effective Date), in which caseaccount shall contain all dividends, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant todistributions, and subject interest and principal payments paid by the Borrower to the limitations set forth in Parent at any time after the Security Agent has notified the Parent of its election to exercise the Agent's rights under Section 3(b) of the Pledge Agreement, and which security interest shall rank prior to the second-priority security interest in such Borrower Collateral Agent shall have received all certificates representing such securities pledged Account in favor of the agent and lenders under the Security Pledge Agreement, accompanied by instruments of transfer Parent Term Loan Documents and undated stock powers endorsed in blankany Replacement Parent Term Debt; and (bviii) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, second priority perfected security interest in form and substance satisfactory to the Collateral Agent, all other assets of the Acquisition Documents; provided that, Parent (other than those assets in which the Agent is required under this Agreement to the extent have a first priority perfected security interest) that are subject from time to time to any security interest in favor of the agent and lenders under the Parent Term Loan Documents and any Collateral is not or cannot Replacement Parent Term Debt, which security interest (I) shall be provided and/or perfected on the Closing Date (junior to no liens other than the pledge (and delivery lien in the case favor of the immediately following clause agent and lenders under the Permitted Parent Term Debt and (1)II) and perfection shall, upon the release or termination of the lien in favor of such agent and lenders, be terminated and released, except that if the foregoing provision would otherwise cause the release of such security interests (1) in interest to occur during the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing continuance of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do soDefault, then the provision and/or perfection of a such security interest in such Collateral favor of the Agent for the benefit of the Lenders shall not constitute terminate or be released and shall remain continuously perfected and become a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a first priority perfected security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)interest.

Collateral. (a) The Collateral will secure, on an equal and ratable basis as described herein, the Secured Obligations and will be pledged by the Company and the Subsidiary Guarantors to the Collateral Agent for the benefit of the Secured Parties. The Collateral pledged by the Company will secure, on an equal and ratable basis as so specified, the Securities issued under each of the Indentures and the Company’s Obligations under the Transaction Documents; and the Collateral pledged by any Subsidiary Guarantor will secure, on an equal and ratable basis as so specified, the Senior Note Guarantee and Exchangeable Note Guarantee of such Subsidiary Guarantor and such Subsidiary Guarantor’s Obligations under the Transaction Documents. Only the Collateral Agent will be entitled to enforce the Liens granted under the Security Documents. (b) No Indebtedness (other than the Secured Obligations) incurred by the Company or any Subsidiary Guarantor may share in Liens in the Collateral. (c) Subject to the Limited Conditionality Provision with respect terms of the Secured Documents, the aggregate principal amount of Indebtedness outstanding at any time that is secured by the Collateral will be limited to this Section 6.02(a)$[705,000,000]. (d) Subject to the terms of the Transaction Documents, all Capital Stock the Company and the Subsidiary Guarantors will have the right to remain in possession and retain exclusive control of each directly owned Subsidiary of each Credit Party shall have been pledged the Collateral securing the Secured Obligations (other than Capital Stock any cash, securities, obligations and Cash Equivalents constituting part of any Excluded Subsidiary, the Collateral that may be deposited with the Collateral Agent in which case, accordance with the maximum amount provisions of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, the Transaction Documents and subject to the limitations other than as set forth in the Security Pledge AgreementTransaction Documents), to freely operate or otherwise use the Collateral and to collect, invest and dispose of any income therefrom unless an Actionable Event of Default has occurred. Upon such Actionable Event of Default, the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer will be entitled to foreclose upon and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to sell the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; or any part thereof as provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Transaction Documents.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) Subject All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the Limited Conditionality Provision extent required by, and with respect the priority required by, such Security Document shall have been delivered to this the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 6.02(a), all Capital 10.2. (b) All Stock of each directly owned Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Guarantor, in each Credit Party case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded SubsidiaryStock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in which caseblank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $993,000 (individually) that is owing to the maximum amount of Capital Stock of such Excluded Subsidiary permitted to Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged under pursuant to the Security Pledge Agreement, accompanied by and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer and undated stock powers with respect thereto endorsed in blank; and. (bd) The Collateral provided on the Closing Date shall satisfy the Collateral Coverage Minimum. (e) The Borrower shall have executed and delivered deliver to the Collateral Agent a collateral assignmentcompleted Perfection Certificate, in form executed and substance satisfactory to the Collateral Agent, delivered by an Authorized Officer of the Acquisition Documents; provided thatBorrower, together with all attachments contemplated thereby. (f) The Guarantee shall be in full force and effect. (g) The Administrative Agent shall have received the results of a recent UCC lien search with respect to each Credit Party, which searches shall reveal no Liens on any of the extent any security interest in any Collateral is not assets of the Credit Parties, other than those being assigned or cannot be provided and/or perfected released on or prior to the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely or Liens permitted by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Section 10.2.

Collateral. 6. The Obligor(s) represent(s) that it is his/their intention to pledge and hereby pledges the deposits as specified in the Schedule of pledged deposits hereto (ahereinafter referred to as “Deposits”) Subject in favor of the Bank to secure repayment by the Obligor(s), to the Limited Conditionality Provision with respect Bank, of the Overdraft Facility outstanding from time to time and payment of interest and all other amount payable by the Obligor(s) hereunder. 7. The amount of the Overdraft Facility shall depend on the value of the Deposits which are the subject matter of the pledge this Section 6.02(a)Agreement (as mentioned in the Schedule or the Supplementary Schedules hereto) at the time of the grant of the Overdraft Facility, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (margin requirements and other than Capital Stock of any Excluded Subsidiary, in which caseinternal Bank policies.. 8. The overdraft facility is the maximum limit beyond which, the maximum amount obligor (s) cannot draw. The Overdraft Facility so sanctioned/ granted / agreed to be granted by the Bank shall depend on the value of Capital Stock the Deposits under pledge The margin requirements applicable may be applied at an account level or at an individual security level, and may be different across accounts and across deposits. 9. The Obligor(s) undertake(s) that being the present beneficial owner(s) of the Deposits held in the deposit account, the Obligor(s) shall follow the Regulations/ Law for creating pledge of the Deposits in favour of the Bank. 10. This deposit shall be held by you as security for the Facility and shall be applied against any other indebtedness or liability of the undersigned which is existing or hereafter arises; which may be direct or contingent, due or may become due, to you or to any of your affiliates or subsidiaries, or to any of your or their offices, branches, or agents. 11. The Obligor(s) acknowledge(s) and confirm(s) that the Bank shall hold the pledge over the Deposits in accordance with the terms of this agreement, The Obligor(s) undertake(s) that being the present owner(s) of the other deposits not held in the Deposit account, the procedure prescribed by the respective issuers / other intermediaries or agencies appointed by him/them on his/their behalf shall be followed to create the pledge in favor of the Bank.. 12. The Deposits that are pledged / charged / assigned shall be valued at regular intervals. The interval may be intraday / daily / weekly / fortnightly or such Excluded Subsidiary permitted other frequency as the Bank may decide from time to time. The Facility shall accordingly be revised upwards or downwards based on the valuation and the margin requirements as may be applicable from time to time. The Bank‟s decision on the valuation of the Deposits shall be binding on the Obligor(s) and the Obligor hereby undertakes not to raise any claims/demands/disputes in this regard. 13. The Obligor(s) agree(s) that any accretion to the said deposits by way of, interest credit, and other benefits from time to time accruing in respect of the said Deposits or any part thereof shall be deemed to be pledged pursuant with the Bank and that the parties agree that there is no need for signing any additional supplementary pledge in this respect. However, the Borrower and the Third Party Pledgor(s) agree to execute/sign all such other documents / forms / letters as may be deemed necessary by the Bank for this Agreement purpose. 14. If any of the Deposits are to be withdrawn from the pledge created in favor of the Bank or in case any fresh deposits are pledged in addition to existing Deposits or in substitution of any Deposits withdrawn, the procedure under Regulations shall be pledgedfollowed. 15. The list of Deposits accepted as collateral, valuation of the deposits, margin requirements and the amount of the Overdraft Facility may change from time to time and that the same shall be the exclusive decision of the Bank and shall be binding on the Obligor(s). The amount of the Overdraft Facility disbursed is repayable unconditionally on demand without any demur or protest at the Bank‟s absolute discretion. The Bank may, at its sole discretion, permit the Obligor(s) pursuant toto provide new deposits at the same, and subject or at different “loan to the limitations set forth value” (hereinafter referred to as “LTV”) ratios, from time to time. 16. Notwithstanding anything contained in the Security Pledge this Agreement, the Borrower(s) hereby pledges and the Collateral Agent shall be deemed to have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, forthwith upon issue of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date Deposits (other than the pledge (and delivery in the case of the immediately following clause (1)those deposits which have not so far been issued) and perfection as security for repayment of the Overdraft Facility along with interest and other amounts payable hereunder. The Borrower(s) hereby records that the evidences, passbooks or any other document evidencing the right, title and interest of the Borrower(s) as the holder of the Deposits shall be deposited and shall be deemed to have been deposited by the Borrower(s) as having been given upon the occasion of the deposit of the Deposits as marketable deposits as and by way of security interests (1by way of pledge for repayment of the Overdraft Facility and this instrument accordingly. 17. It is hereby agreed that the Obligor(s) shall always maintain such a margin of Security as prescribed by the Bank from time to time, however, that at no time the aggregate outstanding amount of the Overdraft Facility, interest and other amounts payable shall exceed the value of the Deposits and such margin. In the event the aggregate outstanding amount of the Overdraft Facility and other amounts payable by the Obligor(s) exceed the value of the Deposits and the margin, the Obligor(s) shall jointly and severally provide additional or further deposits so as to ensure that the minimum margin of security is as required by the Bank and/or the regulations prescribed by the Reserve Bank of India and/or any other law(s). If such additional or further deposit is not provided, the Obligor(s) shall repay such amount that exceeds such margin and in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets event of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts them failing to do so, then whether or not any notice has been issued by the provision and/or perfection Bank, the Bank shall have the right to liquidate the deposits as aforesaid and adjust the proceeds towards the outstanding overdraft amount in the account. And further that in the event of any default of any of the terms and conditions of the Overdraft Facility including failure to maintain the minimum margin of Deposits, as aforesaid, the Bank shall have the right to liquidate the Deposits without any consent of the Obligor(s), but with a notice to the Primary Borrower to liquidate the deposit Such demand for the replenishment of the margin may be made by the Bank or any third party appointed by the Bank either by phone, fax, email, SMS, telegram or by letter in writing to any of the Borrowers/Obligor(s)/Guarantors and irrespective as to whether or not it may have been signed on behalf of the Bank, and the notice so given shall be binding upon and valid against all the Obligor(s). 18. The pledged Deposits would be a continuing security to the Bank for all monies which are due from the Obligor(s). It is declared by the Obligor(s) that the said Deposits are free from any charge and that the Obligor(s) hereby undertake(s) to keep them and ensure that the same remains as such during the time said Deposits are pledged with the Bank. 19. Any change in the Deposits hereby pledged may be effected by the execution of one or more Supplementary Schedule(s). Such Supplementary Schedule(s) shall be form a part and parcel of this Agreement and shall not require execution of a security interest fresh agreement amongst the Parties hereto. Such change in the Supplementary Schedule(s) shall, inter alia, include withdrawal of existing Deposits, substitution or lodgement of fresh or other deposits, addition of further Deposits, etc. Such withdrawal may be of any of the Deposits pledged, whether belonging to or held in the name of the Borrower(s) or Third Party Pledgor(s) / Guarantor(s). Such withdrawal may be done by the Borrower(s) alone (by instructions given by the Borrower(s) in writing) even if any of such Collateral shall not constitute a condition precedent Deposits belong to the availability Third Party Pledgor(s) /Guarantor(s) and the Third Party Pledgor(s) / Guarantor(s) hereby agree(s) that a withdrawal as aforesaid shall be deemed to have been done with the consent and concurrence of such Third Party Pledgor(s) / Guarantor(s) and that the Bank shall be entitled to act in accordance with such instructions from the Borrower(s). 20. Without prejudice to any provision/clauses mentioned above, the occurrence of any of the Credit Facility on following events (“Event of Default”) shall, without limitation and without prejudice to any other events described as Event of Default or otherwise specified under this Agreement, qualify as an Event of Default, and at the Closing Dateoption of the Bank, but instead the Bank shall be required entitled to be deliveredgive notice to the Borrower(s) declaring that all sums of principal interest, or a security interest therein perfectedcosts, not more than 90 days after the Closing Date (as charges and expenses and other sums remaining outstanding hereunder are due and payable and upon such period may be extended by the Administrative Agent in its sole discretion) (collectivelydeclaration, the “Limited Conditionality Provision”).same shall become due the payable forthwith, notwithstanding anything to the contrary in this Agreement or in any other agreement(s) or instruments. Further, the occurrence of an Event of Default shall entitle the Bank forthwith to enforce the security of pledge / hypothecation including the exercise of the right to liquidate/realize or otherwise encash the Deposits:-

Collateral. (a) Subject to Payment of the Limited Conditionality Provision Notes will be secured by the first liens and first security interests created or described in the following (the “Security Documents”): (i) Security Agreements (collectively the “Security Agreements”) of even date, executed by Borrowers, respectively, in favor of Lender, and covering all assets of Borrowers (collectively the “Collateral”); and (ii) all other security documents now or hereafter executed in connection with respect to this Section 6.02(aLoan Agreement. If requested by Lender, Borrowers will execute in favor of Lender security agreements, financing statements, assignments, or amendments, in Proper Form (as defined below), all Capital Stock necessary or desirable to evidence or perfect the liens and security interests of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock Lender in the Collateral. Borrowers further agree to deliver Landlord’s Waivers in Proper Form, as reasonably requested by Lender from time to time, signed by the landlords of any Excluded Subsidiary, in real property leased by Borrowers upon which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andis now or hereafter located. (b) Payment of the Notes owed by each of the Borrowers will be guaranteed by the other Borrower pursuant to Guaranties of even date herewith, executed by Borrowers, respectively, in favor of Lender; and payment of the Notes will also be contingently guaranteed by each of the Guarantors pursuant to Guaranties of even date herewith, executed by each of the Guarantors in favor of Lender. The Guaranties now or hereafter signed by Borrowers and Guarantors, and all replacements for those Guaranties, as amended, shall have executed and delivered be collectively called the “Guaranties.” The liability of the Guarantors under the Guaranties shall only be triggered if there is an Event of Default (as defined below), which is not cured on or before the end of any notice, cure, or grace period required under this Loan Agreement. Once triggered, the liability of each of the Guarantors shall be limited to the Collateral Agent a collateral assignmentamounts stated in Schedule 1, and the Guaranties shall remain valid and subsisting, even if the Event of Default is later cured, until otherwise UROLOGY ASSOCIATES OF NORTH TEXAS, L.L.P., et al November 7, 2008 agreed in form and substance satisfactory writing by Lender. So long as there is no existing Event of Default, Lender will consider Borrower’s written request to the Collateral Agent, release one or more of the Acquisition Documents; provided thatGuarantors, who have transferred their ownership interest in Borrower, so long as (1) Borrower proposes a replacement guarantor reasonably acceptable to Lender, and that replacement guarantor signs and delivers a limited guaranty in Proper Form, or (2) Borrower proposes the increase of the liability limits of one or more of the Guarantors to replace the released Guarantors, and the affected Guarantors sign and deliver an amendment in Proper Form evidencing such increase. Any release of a Guarantor, replacement of a Guarantor, or increase of the Guarantors’ liability limits is subject to appropriate credit approval by Lender. (c) Unless a security interest would be prohibited by law or would render a nontaxable account taxable, Borrowers grant to Lender a contractual possessory security interest in, and hereby assigns and transfers to Lender all Borrowers’ rights in any deposits or accounts now or hereafter maintained with Lender (whether checking, savings, or any other account), excluding, however, accounts maintained by Borrowers, or either of them, at Lender for the purpose of revenue distribution to third parties entitled to those revenues and any other accounts held by Borrowers for the benefit of a third party. Borrowers authorize Lender, to the extent permitted by applicable law, to charge or setoff any security interest in any Collateral is not or cannot be provided and/or perfected sums owing on the Closing Date Loans against any and all such deposits and accounts; provided, however, that Lender shall not exercise any setoff under this Subsection (c) unless there is an existing Event of Default; and Lender shall be entitled to exercise the rights of offset and banker’s lien against all such accounts and other than the pledge (and delivery property or assets of Borrowers with or in the case possession of Lender to the extent of the immediately following clause (1)) and perfection full amount of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Loans.

Collateral. (a) Subject to Contemporaneously with the Limited Conditionality Provision with respect to execution and delivery of this Section 6.02(aAgreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Debtor and between the Collateral Agent and the subsidiaries of the Debtor identified on Schedule B hereto (each a "Subsidiary") (each a "Security Agreement"), all Capital Stock ---------- ------------------ regarding the grant of each directly a security interest in assets owned by Debtor and Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted assets are referred to be pledged pursuant to this Agreement shall be pledged) pursuant to, herein and subject to the limitations set forth in the Security Pledge Agreement, and Agreement as the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b"Collateral") the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, for the benefit of the Acquisition Documents; provided thatLenders, (ii) ---------- Subsidiary will be delivering a Guaranty Agreement (the "Guaranty") to the extent any security interest in any -------- Collateral is not or cannot be provided and/or perfected on Agent with Subsidiary guaranteeing the Closing Date (obligations of Debtor under the Notes, Subscription Agreement, such Guaranty, this Agreement and all other than the pledge (and delivery agreements described in the case foregoing agreements (collectively, "Borrower -------- Documents"), and (iii) Debtor is issuing the Notes and in the future may issue --- additional Notes to the Lenders. (b) For purposes solely of the immediately following clause (1)) and perfection of the security interests granted to the Collateral Agent, as agent on behalf of the Lenders, and on its own behalf under the Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Borrower Documents or any other instrument or document shall be deemed to incorporate any term or provision thereof into this Agreement unless expressly so provided. (1c) The Collateral Agent is to distribute in accordance with the Borrower Documents any proceeds received from the Collateral which are distributable to the Lenders in proportion to their respective interests in the certificated equity securities of Obligations as defined in the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Borrower Documents.

Collateral. Except for the assets subject to the Fairway Release, the Amended Credit Agreement shall be secured by a perfected first priority security interest in the assets currently securing the Existing Credit Agreement, including, (a) Subject to substantially all personal property of the Limited Conditionality Provision with respect to this Section 6.02(aBorrower and the Guarantors, (b) certain material real estate interests of the Borrower and the Guarantors, (c) the equity interests in the Borrower and MCC, and (d) the FMO Pledge, provided, however, that the FMO Pledge shall only secure the obligations under the Tranche A Term Loans (collectively, the “Collateral”), all Capital Stock of each directly owned Subsidiary of each Credit Party . No other liens shall have been pledged (exist on the Collateral other than Capital Stock of any Excluded Subsidiary, in which case, (i) customary permitted liens as currently permitted under the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Existing Credit Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiariesii) with respect to which a Lien portion of the Collateral owned by the Borrower and its Subsidiaries that are Guarantors, a second priority security interest that may be perfected solely granted to secure (i) $100,000,000 principal amount of New Notes proposed to be issued in exchange for the Existing Notes and (ii) on and after the issuance of the New Notes, the Tranche B Term Loans (which loans shall cease at such time to be secured by the filing of a financing statement Collateral that secures the outstanding obligations under the UCCAmended Credit Agreement). Upon the occurrence of an Event of Default (as defined below), New Agent may foreclose on the Collateral, except that New Agent shall not foreclose on the Collateral of MCC and its subsidiary Guarantors until the earliest to occur of (a) the Borrower failing to make any interest payment required under the Amended Credit Agreement, (b) from and after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days date that is seven (7) months after the Closing Date (as defined below), any Event of Default shall occur and/or be continuing, (c) MCC or any of its subsidiaries shall commence a voluntary case under the Bankruptcy Code or file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts, and (d) a proceeding shall be commenced against MCC or any of its subsidiaries with or without such entity’s consent, in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding shall continue undismissed for a period of 60 or more days. Any event described in clauses (a) through (d) shall be referred to as an “MCC Foreclosure Event.” FMO Pledge: Outdoor Holding shall pledge its entire equity interest in FMO (representing a 32% interest) to New Agent for the exclusive benefit of the New Agent and the Tranche A Term Loan Lenders. Without limiting the other remedies available upon the occurrence of an event of default or an MCC Foreclosure Event, New Agent may foreclose on the FMO Pledge upon the occurrence of an MCC Foreclosure Event.. The debt shall be extended discharged to the extent of the fair market value realized by the Administrative Agent Tranche A Term Loan Lenders in its sole discretion) (collectively, respect of the “Limited Conditionality Provision”)assets securing the FMO Pledge.

Collateral. (a) Subject Each Lender authorizes the Administrative Agent to enter into each of the Limited Conditionality Provision with respect Loan Documents to this Section 6.02(a)which it is a party and to take all action contemplated by such Loan Documents. Each Lender agrees that no Lender, other than the Administrative Agent acting on behalf of all Capital Stock of each directly owned Subsidiary of each Credit Party Lenders, shall have been pledged (other than Capital Stock the right individually to seek to realize upon the security granted by any Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of any Excluded Subsidiarythe Lenders, in which case, upon the maximum amount terms of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andLoan Documents. (b) In the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in event that any Collateral is not or cannot be provided and/or perfected pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on the Closing Date (other than the pledge (and delivery in the case behalf of the immediately following clause (1)) Lenders any Loan Documents necessary or appropriate to grant and perfection perfect a Lien on such Collateral in favor of the security interests (1) in the certificated equity securities Administrative Agent on behalf of the TargetLenders. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect Lien granted to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations or the transactions contemplated hereby; (ii) as permitted by, but only in its sole discretion) (collectivelyaccordance with, the “Limited Conditionality Provision”terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 9.08(c). (d) Upon any sale or transfer of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documents, or consented to in writing by the Required Lenders, and upon at least ten (10) Business Days' prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders, upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Guarantor) in respect of) all interests retained by the Borrower or any Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (but only, in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, Mortgage Instruments, control agreements, blocked account agreements and pledge agreements are required to be delivered hereunder until March 31, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such amendments and supplements by March 31, 2010 or such later date shall constitute a Default under Section 7.3) with respect to (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, Mortgaged Properties on the Closing Date in which case, the maximum amount of Capital Stock case of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, amendments and subject to the limitations set forth in the Security Pledge Agreement, supplements and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, pledge of the Acquisition Documents; provided that, to the extent any security interest equity interests in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery each Foreign Subsidiary in the case of such pledge agreements; provided that the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and Borrower hereby agrees to use its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable best efforts to do socause the delivery of such amendments, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on supplements and pledge agreements as soon as practicable after the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject to the Limited Conditionality Provision Administrative Agent’s receipt of copies of recent Lien, tax and judgment searches in each jurisdiction and/or office reasonably requested by the Administrative Agent with respect to this Section 6.02(a), the Credit Parties; (b) all Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Security Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any (except as permitted by Section 9.17) representing such securities pledged -130- under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (bi) except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; (ii) all Indebtedness of the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory on or prior to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after notwithstanding the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of delivery thereof shall not be a security interest condition to closing, and in such Collateral shall not constitute a condition precedent case the Borrower agrees to deliver same to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, Collateral Agent not more later than 90 days after following the Closing Date (or such later date as such period may be extended the Collateral Agent shall agree in its discretion); and (d) all documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Administrative Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in its sole discretion) (collectivelyappropriate form for filing, registration or recording under the “Limited Conditionality Provision”)UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

Collateral. The B Loans will be secured by valid and perfected Liens upon all of the Principal Properties (except the Trinidad Interest) of the Borrower and the Domestic Subsidiaries, whether now owned or hereafter acquired and all proceeds thereof, including a pledge of the stock or other equity interests of the Domestic Subsidiaries, and valid and perfected Liens in all Non-Principal Properties of the Borrower and the Domestic Subsidiaries, including all tangible and intangible property (including deposit accounts) of the Borrower and the Domestic Subsidiaries other than the Principal Properties, and the A Obligations will be secured only by first priority, valid and perfected Liens in all of the Non-Principal Properties (including deposit accounts) of the Borrower and the Domestic Subsidiaries, in each case whether now owned or hereafter acquired and all proceeds thereof, and excluding certain encumbered property; provided, that the Obligations will not be secured by (a) Subject the Borrower's and its Subsidiaries equity interests in (i) Houston Ammonia Terminal, L.P., and (ii) FMCL LLC, (which holds vessel charter rights pertaining to the Limited Conditionality Provision with respect to this Section 6.02(atransportation of offtake from FMCL's facility), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Trinidad Interest or (c) the Excluded Non Principal Property. The Borrower acknowledges and agrees that the Liens on the Collateral shall have executed and delivered be granted to the Collateral Administrative Agent a collateral assignmentfor the benefit of the holders of the Obligations of each Class to the extent described above and shall be valid and perfected first priority Liens subject only to Liens permitted by Section 7.9 hereof pursuant to one or more Security Documents from such Persons, each in form and substance satisfactory to the Collateral Administrative Agent, and provided further that the Borrower and the Domestic Subsidiaries need not take any steps to perfect a Lien on deposit accounts maintained in proximity to its operations for the purpose of paying amounts owing (as opposed to receiving collections) provided that the Acquisition Documents; provided that, total balance on deposit in such deposit accounts shall not exceed $500,000 except that the Borrower and its Domestic Subsidiaries may exceed such amount by depositing in such deposit accounts amounts sufficient to cover payroll obligations paid out of such deposit accounts if such deposits are made not more that two business days prior to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (date payroll and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in related checks written against such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)deposit accounts are released.

Collateral. (a) Subject to The due and punctual payment of principal of, and interest on and Additional Amounts, if any, with respect to, the Limited Conditionality Provision New Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, interest on and Additional Amounts, if any, with respect to this Section 6.02(a)the New Notes will be ratably secured by a first priority lien and security interest over certain real estate assets consisting of land, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged crops, buildings, machinery and equipment and licenses, including water licenses, related thereto (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted “Collateral”) to be pledged transferred to the Peruvian Trustee and Collateral Agent in order to create a bankruptcy remote trust (patrimonio fideicometido) (the “Peruvian Trust”) pursuant to this a guaranty trust agreement (Fideicomiso de Garantía) governed by Peruvian laws (the “Peruvian Trust Agreement”). The Peruvian Trust Agreement shall be pledged) pursuant to, and subject any related collateral agreements and/or instruments are collectively referred to herein as the limitations set forth in the Security Pledge Agreement, and the “Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andDocuments.” (b) The Peruvian Trustee and Collateral Agent holds all its rights in the Borrower shall have executed Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Collateral Documents. Each Holder, by accepting a New Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of the Collateral) as the same may be in effect or may be entered into and delivered to the Peruvian Trustee and Collateral Agent a collateral assignmentand/amended from time to time in accordance with their terms and this Indenture, and authorizes and directs each of (i) the Peruvian Trustee and Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in form accordance therewith. (c) The Issuer shall, and substance satisfactory shall cause the Guarantors to, deliver to the Peruvian Trustee and Collateral Agent copies of all documents pursuant to the Collateral AgentDocuments, and will do or will cause to be done all such acts and things as may be reasonably required by the next sentence of the Acquisition Documents; provided thatthis Section 10.1, to assure and confirm to the extent any Peruvian Trustee and Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 the New Notes secured hereby, according to the intend and purposes herein expressed. (i) The Issuer shall, and shall cause the Guarantors to, use its commercially reasonably efforts to take any and all actions reasonably required to cause the Collateral is not or cannot be provided and/or Documents to create and maintain, as security for the New Notes and Note Guarantees, a valid and enforceable perfected on the Closing Date Lien (other than the pledge (subject to permitted Liens) and delivery security interest in the case and all of the immediately following clause Collateral (1)) and perfection subject to the terms of the security interests (1) Peruvian Trust Agreement), in the certificated equity securities favor of the TargetPeruvian Trustee and Collateral Agent for the benefit of the Holders. (ii) The Trustee and the Peruvian Trustee and Collateral Agent make no representations whatsoever as to the value, validity or enforceability or perfection under the Collateral Documents and have no responsibility for any Domestic Subsidiaries filings of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) financing statements, continuation statements or otherwise with respect to which a Lien may any security interests purported to be perfected solely by the filing of a financing statement created under the UCCCollateral Documents. (e) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such The Peruvian Trustee and Collateral Agent shall not constitute a condition precedent deliver to the availability Trustee copies of all notices, directions and other documents delivered to the Credit Facility on Peruvian Trustee and Collateral Agent under the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Collateral Documents.

Collateral. As security for all indebtedness of Borrower to Bank subject hereto, Borrower (ai) Subject is granting to Bank security interests of first priority in real property located in Collin County, Texas (the "Real Property"), pursuant to and as more particularly described in that certain Deed of Trust executed by Borrower in favor of Bank dated the date of this Agreement (the "Deed of Trust"), and (ii) hereby reaffirms its previous grant of security interests of first priority in all Borrower's accounts receivable and other rights to payment, general intangibles, inventory, equipment, and a Securities Account held at ▇▇▇▇▇ Fargo Brokerage Services, LLC., Account # ▇▇▇▇▇▇▇▇ pursuant to the Limited Conditionality Provision with respect to this Section 6.02(a)applicable Existing Security Documents (the "Existing Security Interests") (the Real Property and the Existing Security Interests, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which casecollectively, the maximum amount "Collateral"). All of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement the foregoing shall be pledged) pursuant to, evidenced by and subject to the limitations set forth in terms of the Deed of Trust, the Existing Security Pledge AgreementDocuments and such other security agreements, financing statements, deeds of trust and the Collateral Agent other documents as Bank shall have received reasonably require, all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) Bank (collectively, the “Limited Conditionality Provision”"Security Documents"). Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance. As provided in the Deed of Trust, Bank is agreeing that it will, provided no Event of Default has occurred and is continuing at the time, upon written request of Grantor made at any time after or contemporaneously with the payment in full of all principal of the Term Note, all accrued, unpaid interest thereon, and satisfaction of any other obligations of Borrower to Bank in connection with the Term Note, release this Deed of Trust by delivery of a proper written release executed and acknowledged in recordable form. Also, Bank agrees that it will release the Existing Security Interests and the security interests granted pursuant to Section 7.12 below by delivery of one or more proper written releases and terminations of financing statements, as applicable, subject to the conditions that (i) no Event of Default has occurred and is continuing at the time the release or termination is requested by Borrower, (ii) any remaining obligations of Bank to make further advances under the Line of Credit Note shall have been terminated or expired, and (iii) the release is requested by Borrower after or contemporaneously with the payment in full of any outstanding principal of the Line of Credit Note, all accrued, unpaid interest thereon, and satisfaction of any other obligations of Borrower to Bank in connection therewith.

Collateral. Each Credit Party shall: (a) Subject at all reasonable times allow Lender by or through any of its officers, agents, employees, attorneys or accountants to the Limited Conditionality Provision with respect to this Section 6.02(a)(i) examine, all Capital Stock of each directly owned Subsidiary of each inspect and make extracts from such Credit Party shall have been pledged (Party’s books and other than Capital Stock of any Excluded Subsidiaryrecords, in which caseincluding, without limitation, the maximum amount of Capital Stock tax returns of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedCredit Party, (ii) pursuant toarrange for verification of such Credit Party’s Accounts, under reasonable procedures, directly with Account Debtors or by other methods, (iii) examine and inspect such Credit Party’s Inventory and Equipment, wherever located, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and(iv) conduct Inventory appraisals; (b) promptly furnish to Lender upon request (i) additional statements and information with respect to the Borrower shall Collateral, and all writings and information relating to or evidencing any of such Credit Party’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as Lender may request; (c) promptly notify Lender in writing upon the creation of any Accounts with respect to which the Account Debtor is the United States of America or any other Governmental Authority, or any business that is located in a foreign country; (d) promptly notify Lender in writing upon the creation by any Company of a Deposit Account or Securities Account not listed on Schedule 6.19 hereto, and, prior to or simultaneously with the creation of such Deposit Account or Securities Account, upon written request by Lender, deliver an executed Deposit Account Control Agreement or Securities Account Control Agreement with respect thereto no later than fourteen (14) days from the receipt of Lender’s written request; (e) with respect to each Deposit Account that is not maintained with Lender (other than the Colonial TD Bank Account and the ▇▇▇▇▇ Fargo Account), transfer all monies in excess of Twenty-Five Thousand Dollars ($25,000) in such Deposit Account to the Cash Collateral Account on a daily basis; (f) with respect to the Colonial TD Bank Account, Colonial may, unless otherwise required by Lender, maintain funds in the Colonial TD Bank Account in amounts necessary to pay general corporate expenses of Colonial incurred in the ordinary course of business and consistent with the past business practices of Colonial (including, but not limited to, (i) Restricted Payments permitted pursuant to Section 5.15(a) hereof, (ii) corporate taxes, (iii) directors fees, and (iv) corporate registration fees); (g) with respect to the ▇▇▇▇▇ Fargo Account, (i) transfer all monies in excess of Seventy-Five Thousand Dollars ($75,000) in the ▇▇▇▇▇ Fargo Account to the Cash Collateral Account on a daily basis, and (ii) close the ▇▇▇▇▇ Fargo Account (and all other Deposit Accounts and lockboxes at ▇▇▇▇▇ Fargo) no later than seventy-five (75) days after the Closing Date; (h) promptly notify Lender in writing whenever the Equipment or Inventory of a Company is located at a location of a third party (other than another Company) that is not listed on Schedule 6.9 hereto and cause to be executed any Landlord’s Waiver, Bailee’s Waiver, Processor’s Waiver, Consignee’s Waiver or similar document or notice that may be requested by Lender; (i) promptly notify Lender in writing of any information that the Credit Parties have executed and delivered or may receive with respect to the Collateral Agent that might reasonably be determined to materially and adversely affect the value thereof or the rights of Lender with respect thereto; (j) maintain such Credit Party’s (i) Equipment in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved, (ii) finished goods Inventory in saleable condition, and (iii) other items of Collateral, taken as an entirety, in such conditions as is consistent with generally accepted business practices, ordinary wear and tear excepted; (k) deliver to Lender, to hold as security for the Obligations all certificated Investment Property owned by a collateral assignmentCredit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Lender, or in the event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of Lender, in form and substance reasonably satisfactory to Lender; (l) provide to Lender, on a quarterly basis (as necessary), a list of any patents, trademarks or copyrights that have been federally registered by a Borrower or Subsidiary that have been federally registered since the Collateral Agentlast list so delivered, and provide for the execution of the Acquisition Documentsan appropriate Intellectual Property Security Agreement; provided thatand (m) upon request of Lender, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as Lender may from time to time deem necessary or appropriate, including, without limitation, chattel paper, to carry into effect the extent any security interest intention of this Agreement, or so as to completely vest in any Collateral is not and ensure to Lender its rights hereunder and in or cannot be provided and/or perfected on to the Closing Date (Collateral. Each Borrower hereby authorizes Lender to file U.C.C. Financing Statements or other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) appropriate notices with respect to which the Collateral. If certificates of title or applications for title are issued or outstanding with respect to any of the Inventory or Equipment of any Credit Party, such Credit Party shall, upon request of Lender, (i) execute and deliver to Lender a Lien may short form security agreement, prepared by Lender and in form and substance reasonably satisfactory to Lender, and (ii) deliver such certificate or application to Lender and cause the interest of Lender to be perfected solely properly noted thereon. Each Borrower hereby authorizes Lender or Lender’s designated agent (but without obligation by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts Lender to do so) to incur Related Expenses (whether prior to, then upon, or subsequent to any Default or Event of Default), and Borrowers shall promptly repay, reimburse, and indemnify Lender for any and all Related Expenses. If any Credit Party fails to keep and maintain its Equipment in good operating condition, ordinary wear and tear excepted, Lender may (but shall not be required to) so maintain or repair all or any part of such Credit Party’s Equipment and the provision and/or perfection cost thereof shall be a Related Expense. All Related Expenses are payable to Lender upon demand therefor; Lender may, at its option, debit Related Expenses directly to any Deposit Account of a security interest in such Collateral shall not constitute a condition precedent to Company located at Lender or the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Revolving Loans.

Collateral. (aA) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the The Collateral Agent shall have received all certificates representing such securities pledged under on the Security Pledge AgreementClosing Date the following, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, each in form and substance reasonably satisfactory to the Purchasers: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Issuer and Guarantors as debtors and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Documents; (ii) appropriately completed copies of Uniform Commercial Code Form UCC 3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any person in any collateral described in any Collateral Document previously granted by any person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, of the Acquisition Documents; provided that, dated a date reasonably near to the extent Closing Date, listing all effective financing statements which name the Issuer or any security interest Guarantor as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral is not or cannot be provided and/or perfected on the Closing Date (Document, other than the pledge such financing statements that evidence Permitted Liens); (and delivery in the case of the immediately following clause (1)iv) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) a Control Agreement with respect to the Deposit Account in which a Lien may the Reserved Funds are to be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility deposited on the Closing Date, but instead ; and (v) a grant of security interest in all Collateral consisting of Intellectual Property Rights of the Issuer or any Guarantor. (B) The Collateral Agent and its counsel shall be required satisfied that (a) the Lien granted to be deliveredthe Collateral Agent, or a security interest therein perfectedfor the benefit of the Collateral Agent, not more than 90 days after the Closing Date (as such period may be extended by Trustee and the Administrative Agent in its sole discretion) Holders (collectively, the “Limited Conditionality ProvisionSecured Parties”) in the collateral described above is of the priority described herein and (b) no Lien exists on any of the collateral described above, other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to a Collateral Document in each case subject to the Permitted Liens; (C) All Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (d)(A)(i) and (d)(A)(ii) above (collectively, the “UCC Statements”) shall have been delivered to National Corporate Research, Ltd. or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”).

Collateral. The Notes and the Guaranty Agreements will be secured pursuant to and entitled to all of the applicable benefits of the Security Documents. In the event that at any time after the Effective Date (a) Subject the Parent shall have maintained an Acceptable Rating at all times during each of its two previous fiscal quarters in respect of the long-term, senior unsecured Debt of the Issuer and (b) Total Debt, determined as of the end of each of the four most recently ended fiscal quarters of the Parent, does not exceed two hundred fifty percent (250%) of EBITDA for the period of four consecutive fiscal quarters of the Parent ended at the end of each of such four most recently ended fiscal quarters of the Parent, the Parent may give written notice to each holder of Notes (which notice shall include copies of the letters to the Limited Conditionality Provision with Parent from Standard & Poor's or Moody's evidencing that such Acceptable Rating is in full force and effect and has been in full force and effect at all times during each of the two previous fiscal quarters of the Parent immediately preceding the date of such notice) requesting that the holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to enforce any of the provisions of the Security Documents, commencing on a date specified in such notice (the "COLLATERAL SUSPENSION DATE") that is not less than ten (10) Business Days after the date of such notice. The holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to, and the holders of the Notes shall not, take any action to enforce or to exercise any rights or remedies under or in respect of any of the provisions of the Security Documents for the period commencing on the Collateral Suspension Date and ending on the earliest date on which the Collateral Suspension Conditions shall not continue to this Section 6.02(abe satisfied (the "COLLATERAL SUSPENSION PERIOD"), provided that the holders of the Notes, the U.S. Collateral Trustee and the Canadian Collateral Trustee shall have received an officer's certificate, executed by a Senior Officer and dated the Collateral Suspension Date, specifying that each of the applicable Collateral Suspension Conditions are satisfied as of such date. If at any time after the Collateral Suspension Date any of the Collateral Suspension Conditions shall not continue to be satisfied (other than clause (d) in the definition of "Collateral Suspension Conditions"), the foregoing agreement of the holders of the Notes not to so direct the U.S. Collateral Trustee or the Canadian Collateral Trustee, and to not take any such action, shall no longer be in effect and the holders of the Notes shall be free to so direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to take any and all Capital Stock permitted actions under any of the Security Documents and to take any actions permitted to be taken by the Noteholders thereunder. The provisions of Section 5.10 shall continue to apply during the Collateral Suspension Period. At any time that there is no Debt outstanding under the Credit Agreement, and each directly owned Subsidiary of each Credit Party the Bank Term Facilities and Bank Facility A shall have been pledged (other than Capital Stock terminated, if any member of the Restricted Group enters into a successor revolving credit facility to replace Bank Facility A which is not secured by any Liens on any property of any Excluded Subsidiary, in which case, member of the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge AgreementRestricted Group, and the Collateral Agent Suspension Conditions shall have received all certificates representing continue to be satisfied at such securities pledged time, the holders of the Notes shall direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to fully release the Liens granted under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. 1.5 priority lien (a) Subject junior only to the Limited Conditionality Provision with respect to this Section 6.02(aliens securing the Borrower’s Fifth Amended and Restated Credit Agreement, dated as of November 8, 2013 (the “RBL”), by and among the Borrower, Toronto Dominion (Texas) LLC, as administrative agent (the “RBL Agent”), ▇▇▇▇▇ Fargo Bank, N.A., as syndication agent, Natixis, The Bank of Nova Scotia and Fifth Third Bank, as co-documentation agents and the various lenders and other parties thereto and other customary permitted liens which are senior in priority to the lien securing the RBL and permitted by the New Term Loan) on all Capital Stock assets of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which casethe Obligors that secure the RBL. At closing, the maximum amount of Capital Stock of such Excluded Subsidiary permitted Administrative Agent and the RBL Agent will enter into an intercreditor agreement reasonably satisfactory to be pledged pursuant the Initial Lenders and the Borrower (the “Senior Lien ICA”). Pursuant to this Agreement shall be pledged) pursuant tothe Senior Lien ICA, and the RBL Agent shall, subject to the limitations set forth in terms of the Security Pledge Senior Lien ICA, represent the Administrative Agent as the “Priority Lien Agent” under the Intercreditor Agreement, dated as of May 11, 2015 between the RBL Agent, as the original priority lien agent, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as the original second lien collateral trustee (the “Existing ICA”) or the Administrative Agent shall join the Existing ICA as an additional “Priority Lien Agent”, as [Lender] and the Collateral RBL Agent shall have received all certificates representing such securities pledged reasonably determine. For the avoidance of doubt, the collateral coverage required under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) New Term Loan shall be the Borrower shall have executed and delivered to same as the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely coverage required by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest RBL as in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility effect on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days ; provided that any modifications of such collateral package after the Closing Date other than in accordance with the terms of the Senior Lien ICA shall require the consent of holders of more than 50% of the outstanding principal amount of the New Term Loans. Scheduled Maturity Date: November 15, 2019; provided that if the 8.50% Senior Notes due 2019 (the “Senior Notes”) issued under the Indenture, dated as of June 10, 2011 (the “Indenture”), by and among the Borrower, the subsidiary guarantors identified therein and Wilmington Trust, National Association (as such period may be extended by the Administrative Agent successor trustee to ▇▇▇▇▇ Fargo Bank, National Association) are not refinanced in its sole discretion) (collectivelywhole prior to February 28, 2019, with indebtedness maturing after November 15, 2019, the “Limited Conditionality Provision”)Scheduled Maturity Date shall be February 28, 2019.

Collateral. (a) Subject The Deeds of Trust, the Deed to Secure Debt, the Limited Conditionality Provision with respect to this Section 6.02(a)---------- Assignments of Leases, the Stock Pledge Agreement, the Partnership Assignments, the Assignment Agreement and the Assigned Agreements create in favor of the Lender valid and enforceable liens on and security interests in the properties described therein which secure the payment and performance of the Obligations, including, without limitation, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged future Advances pursuant to this Agreement shall be pledged) pursuant toand the Note and all extensions, renewals and subject to other modifications thereof. Upon the limitations filing of UCC financing statements in the jurisdictions set forth in Schedule 4 attached hereto naming the Security Borrower as debtor and the Lender as ---------- secured party covering the personal property Collateral owned by the Borrower and the filing of UCC terminations, assignments or subordinations relating to the UCC financing statements listed on Schedule 4, the liens created by the ---------- Deeds of Trust, the Deed to Secure Debt, the Assignments of Leases, the Partnership Assignment, the Assignment Agreement and the Assigned Agreements shall constitute first priority perfected liens on and security interests in the personal property described therein which shall be superior and prior to the rights of all third Persons now existing or hereafter arising except for Liens permitted by Sections 8.02(a) through (f). Upon the recording of the Deeds of Trust, the Deed to Secure Debt, the Assignments of Leases and the applicable Assignment Agreements in the office of the recorder of deeds of the counties where the real property is located, there shall be a first priority perfected lien on the real property described therein which shall be superior and prior to the rights of all third Persons now existing or hereafter arising except for the Liens permitted by Sections 8.02 (a) through (f). Upon the delivery to the Lender of all of the stock certificates referred to in the Stock Pledge Agreement, together with the stock transfer powers referred to therein, there shall be a first priority lien on the pledged securities referred to therein which shall be superior and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered prior to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, rights of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not all third Persons now existing or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)hereafter arising.

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the The Collateral Agent shall have received all certificates representing such securities pledged on the Closing Date (i) appropriately completed copies of UCC financing statements naming each of the Company and the Guarantor as a debtor and the Collateral Agent 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 Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Pledge Agreement, accompanied (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (as defined in the Time of Sale Document and the Final Offering Circular) (other than Permitted Liens (as defined in the Time of Sale Document and the Final Offering Circular)) of any Person in any collateral described in any Security Agreement previously granted by instruments any Person, (iii) certified copies of transfer and undated stock powers endorsed in blank; and Uniform Commercial Code Requests for Information or Copies (b) the Borrower shall have executed and delivered Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or the 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 any Collateral Document, other than such financing statements that evidence Permitted Liens (as defined in the Time of Sale Document and the Final Offering Circular), (iv) such other approvals, opinions, or documents as the Collateral Agent a collateral assignment, may reasonably request in form and substance reasonably satisfactory to the Collateral Agent, and the Initial Purchaser shall have received a copy of such documents (v) the Collateral Agent and its counsel shall be satisfied that (i) the Lien (as defined in the Time of Sale Document and the Final Offering Circular) granted in favor of the Acquisition Documents; provided thatCollateral Agent, to for the extent any security interest benefit of the holders of the Securities (as defined in any the Time of Sale Document and the Final Offering Circular) in the Collateral is not or cannot be provided and/or perfected of the priority described in the Time of Sale Document and the Final Offering Circular; and (ii) no Lien (as defined in the Time of Sale Document and the Final Offering Circular) exists on any of the Closing Date (Collateral other than the pledge Lien created in favor of the Collateral Agent, for the benefit of the holders of the Securities (and delivery as defined in the Time of Sale Document and the Final Offering Circular), pursuant to a Collateral Document, in each case of subject to the immediately following clause Permitted Liens (1)) and perfection of the security interests (1) as defined in the certificated equity securities Time of Sale Document and the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”Final Offering Circular).

Collateral. The Notes and the Guaranty Agreements will be secured pursuant to and entitled to all of the applicable benefits of the Security Documents. In the event that at any time after the Effective Date (a) Subject the Parent shall have maintained an Acceptable Rating at all times during each of its two previous fiscal quarters in respect of the long-term, senior unsecured Debt of the Issuer and (b) Total Debt, determined as of the end of each of the four most recently ended fiscal quarters of the Parent, does not exceed two hundred fifty percent (250%) of EBITDA for the period of four consecutive fiscal quarters of the Parent ended at the end of each of such four most recently ended fiscal quarters of the Parent, the Parent may give written notice to each holder of Notes (which notice shall include copies of the letters to the Limited Conditionality Provision with Parent from Standard & Poor's or Moody's evidencing that such Acceptable Rating is in full force and effect and has been in full force and effect at all times during each of the two previous fiscal quarters of the Parent immediately preceding the date of such notice) requesting that the holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to enforce any of the provisions of the Security Documents, commencing on a date specified in such notice (the "COLLATERAL SUSPENSION DATE") that is not less than ten (10) Business Days after the date of such notice. The holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to, and the holders of the Notes shall not, take any action to enforce or to exercise any rights or remedies under or in respect of any of the provisions of the Security Documents for the period commencing on the Collateral Suspension Date and ending on the earliest date on which the Collateral Suspension Conditions shall not continue to this Section 6.02(abe satisfied (the "COLLATERAL SUSPENSION PERIOD"), all Capital Stock provided that the holders of each directly owned Subsidiary of each Credit Party the Notes, the U.S. Collateral Trustee and the Canadian Collateral Trustee shall have been pledged received an officer's certificate, executed by a Senior Officer and dated the Collateral Suspension Date, specifying that each of the applicable Collateral Suspension Conditions are satisfied as of such date. If at any time after the Collateral Suspension Date any of the Collateral Suspension Conditions shall not continue to be satisfied (other than Capital Stock clause (d) in the definition of any Excluded Subsidiary, in which case"Collateral Suspension Conditions"), the maximum amount foregoing agreement of Capital Stock the holders of the Notes not to so direct the U.S. Collateral Trustee or the Canadian Collateral Trustee, and to not take any such Excluded Subsidiary action, shall no longer be in effect and the holders of the Notes shall be free to so direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to take any and all permitted actions under any of the Security Documents and to take any actions permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely taken by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).Noteholders thereunder. The provisions of

Collateral. Each Grantor shall: (a) Subject at all reasonable times during the continuance of an Event of Default, allow the Collateral Agent by or through any of its officers, agents, employees, attorneys or accountants to (i) examine, inspect and make extracts from such Grantor’s Books, including, without limitation, the tax returns of such Grantor, (ii) arrange for verification of such Grantor’s Accounts, under reasonable procedures, directly with Account Debtors of such Grantor or by other methods, (iii) examine and inspect such Grantor’s Inventory and Equipment, wherever located, and (iv) conduct appraisals of such Grantor’s Inventory; (b) promptly furnish to the Limited Conditionality Provision Collateral Agent, upon written request, (i) additional statements and information with respect to this Section 6.02(asuch Grantor’s Collateral, and all writings and information relating to or evidencing any of such Grantor’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors of such Grantor), and (ii) any other writings and information as the Collateral Agent may request; (c) promptly notify the Collateral Agent in writing upon the creation by any Grantor of a Deposit Account or Securities Account not listed on Schedule 5.5 to this Agreement, and, within thirty (30) days after the creation of such Deposit Account or Securities Account, provide for the execution of a Control Agreement with respect thereto, if required by Section 5.5 provided that (i) no Deposit Account Control Agreement shall be required with respect to any Deposit Accounts of a Credit Party solely used to fund California payroll, (ii) all Capital Stock Deposit Accounts (other than as set forth in subpart (i) hereof or Section 5.5 hereof) of each directly owned Subsidiary of each the Grantors shall be maintained with KeyBank National Association, and (iii) with respect to any Securities Account opened by a Grantor within sixty (60) days after the Closing Date, such Credit Party shall have been pledged thirty (30) days after the opening of such Securities Account to deliver a Securities Account Control Agreement with respect thereto; (d) promptly notify the Collateral Agent in writing whenever the Inventory of a Grantor, valued in excess (on an aggregate basis for all such Inventory of all Credit Parties at such location) of Five Hundred Thousand Dollars ($500,000), is located at a location of a third party (other than Capital Stock a Grantor that is not listed on Schedule 4.4 hereto and, except where such Inventory is located at a location of any Excluded Subsidiarythe United States government, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted cause to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignmentcontemporaneously with any landlord’s waiver, bailee’s waiver, processor’s waiver or similar document or notice that may be executed and delivered to the Collateral Agent; (e) promptly notify the Collateral Agent in writing of any information that such Grantor has or may receive with respect to such Grantor’s Collateral that might reasonably be determined to materially and adversely affect the value thereof or the rights of the Collateral Agent and the other Secured Parties with respect thereto; (f) maintain such Grantor’s (i) Equipment in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved, (ii) finished goods Inventory in saleable condition, and (iii) other items of Collateral, taken as an entirety, in form such conditions as is consistent with generally accepted business practices, ordinary wear and substance satisfactory tear excepted; (g) deliver to the Collateral Agent, of to hold as security for the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date Obligations all certificated Investment Property (other than the pledge (and delivery Pledged Securities) that does not constitute Excluded Assets owned by such Grantor, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, or in the case event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of the immediately following clause (1)) and perfection Collateral Agent, for the benefit of the security interests Secured Parties; (1h) in the certificated equity securities upon request of the TargetCollateral Agent, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any Domestic Subsidiaries other writings as the Collateral Agent may from time to time deem necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of Holdings (other than the Target this Agreement, or so as to completely vest in and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent ensure to the availability of Collateral Agent and the Credit Facility on Secured Parties their respective rights hereunder and in or to the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Collateral.

Collateral. (a) Subject to the Limited Conditionality Provision with respect 13.3.1 S▇▇▇▇ Mart agrees that upon receipt of written notice from Lender referring to this Section 6.02(a13.3.1, S▇▇▇▇ Mart will hold the Supplier’s share of the proceeds from the Collateral for the account of the Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. Any such payments shall be made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). 13.3.2 S▇▇▇▇ Mart agrees that in addition to its obligations under Section 13.3.1, all Capital Stock upon receipt of each directly owned Subsidiary written notice from Supplier’s Lender (“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to S▇▇▇▇ Mart that there is the occurrence and continuance of each Credit Party a default under the financing arrangements between Supplier and Supplier’s Lender and stating the intent of Supplier’s Lender to exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall have been pledged constitute a termination of the Supply Right and S▇▇▇▇ Mart shall hold the Collateral for the account of Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in S▇▇▇▇ Mart’s possession, subject to Section 7.6 hereof (other than Capital Stock the time period provided therein), for a period of any Excluded Subsidiary, in which case, up to sixty (60) days after the maximum amount of Capital Stock commencement of such Excluded Subsidiary permitted to be pledged pursuant to liquidation which shall commence no later than thirty (30) days after S▇▇▇▇ Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, S▇▇▇▇ Mart shall comply with its obligations under this Agreement shall be pledged) pursuant toto the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the S▇▇▇▇ Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations set forth on the time and manner of such removal as S▇▇▇▇ Mart shall require which limitations are intended to avoid disruption of S▇▇▇▇ Mart’s normal operations or any possible confusion in the Security Pledge mind of the public as to whether any of S▇▇▇▇ Mart’s assets are being removed. In connection with any liquidation of the Merchandise from S▇▇▇▇ Mart’s premises, all advertising with respect to such sale shall be subject to the prior approval of S▇▇▇▇ Mart (which approval shall be given or withheld in S▇▇▇▇ Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). S▇▇▇▇ Mart shall not be deemed to have failed to have acted in good faith by refusing to approve any advertising which refers to any “going out of business sale”, “liquidation” or similar terms or which could create any possible confusion in the mind of the public as to whether any of S▇▇▇▇ Mart’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, Supplier’s Lender shall not be liable for any diminution in the value of the S▇▇▇▇ Mart’s Premises or S▇▇▇▇ Mart’s business which is caused by the removal or absence of the Collateral. Supplier’s Lender does hereby agree to indemnify and hold harmless S▇▇▇▇ Mart from all damages and costs of defense (including reasonable attorneys’ fees) arising from the Collateral Agent shall have received claims of any and all certificates representing such securities pledged under the Security Pledge Agreementthird parties, accompanied by instruments including, without limitation, Supplier, against S▇▇▇▇ Mart for complying with any directions of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered Supplier’s Lender, except to the Collateral Agent extent S▇▇▇▇ Mart is finally determined by a collateral assignmentcourt of competent jurisdiction to have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith. 13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, in form and substance satisfactory to nor shall anything contained herein constitute the Collateral Agent, Supplier’s Lender’s assumption of any obligations of the Acquisition Documents; provided thatSupplier under this Agreement. However, to the extent and during the period of Supplier’s Lender’s exercise of control over the Collateral while in S▇▇▇▇ Mart’s stores, Supplier’s Lender agrees to provide by the terms hereof as they relate to the Collateral. 13.3.4 S▇▇▇▇ Mart will provide to the Lender, as and when forwarded or furnished to the Supplier, a copy of any security interest formal notice of any breach by Supplier (with the same degree of particularity as S▇▇▇▇ Mart provides Supplier) of this Agreement given by S▇▇▇▇ Mart to the Supplier and any notice of termination of this Agreement. 13.3.5 S▇▇▇▇ Mart acknowledges and agrees that the Lender has no obligation to make any loan or advance to the Supplier for the purpose of assisting the Supplier in the performance of its obligations under this Agreement, including, without limitation, for paying any Collateral amounts due from the Supplier to S▇▇▇▇ Mart. S▇▇▇▇ Mart is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case a beneficiary of the immediately following clause (1)) financing agreements and perfection of shall have no right to enforce the security interests (1) in the certificated equity securities of the Target, terms thereof or assert any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)claims hereunder.

Collateral. (a) Subject Each of the Borrower and (until no longer applicable pursuant to Section 3.6) Endeavor has good and marketable title to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge AgreementCollateral granted by it, and the Collateral Agent shall have received Documents constitute the legal, valid and perfected Liens on the Collateral, free of all certificates representing such securities pledged under the Security Pledge Agreement, accompanied Liens except those permitted by instruments of transfer and undated stock powers endorsed this Agreement in blank; andSection 6.2. (b) The Borrower has, with respect to the Borrower shall have executed Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and Louisiana most recently delivered to the Agent are owned as so reported, are encumbered Collateral Agent a collateral assignmentin favor of the Agent, and are properly described in form and substance satisfactory the Collateral Documents. Except as otherwise specifically disclosed to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest Agent in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) writing with respect to which a Lien may be perfected solely by the filing any particular part of a financing statement under the UCC) after the Borrower’s use properties, (i) the Borrower is not obligated, whether by virtue of commercially reasonable efforts any payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required deliver hydrocarbons produced or to be delivered, or a security interest therein perfected, not more than 90 days produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (as ii) none of the Borrower’s properties is subject to any contractual or other arrangement whereby payment for production is to be deferred for a substantial period after the month in which such period may be extended production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-up” or otherwise receive material deliveries of hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value. (c) The Borrower’s natural gas production from substantially all of the ▇▇▇▇▇ operated by the Administrative Agent Borrower located on acreage in its sole discretion▇▇▇▇▇▇▇▇ and Panola Counties, Texas, is dedicated to Endeavor JV under the Gas Gathering Agreement. Otherwise, none of the Collateral is subject to any calls on production of hydrocarbons or any gathering or transportation dedications or commitments of any kind. (d) Endeavor JV has good and marketable title to the gas gathering system servicing the Collateral in ▇▇▇▇▇▇▇▇ and Panola counties, Texas. (collectively, e) On the “Limited Conditionality Provision”)Closing Date all of the natural gas produced by the Borrower from (and as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to Endeavor at the wellhead. (f) The Borrower is in compliance with the requirement in Subsection 3.3(c) that all properties included within the Borrowing Base from time to time are timely encumbered as Collateral.

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(a), Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of each Credit Party the Closing Date, shall have been pledged pursuant to the Pledge Agreement (other than Capital Stock of except that such Credit Parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedStock) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (bi) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory on or prior to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after notwithstanding the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of delivery thereof shall not be a security interest condition to closing, and in such Collateral shall not constitute a condition precedent case the Borrower agrees to deliver same to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, Collateral Agent not more later than 90 days after following the Closing Date (or such later date as such period may be extended the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Administrative Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in its sole discretionappropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) (collectivelyThe Collateral Agent shall have received a completed Perfection Certificate, dated as of the “Limited Conditionality Provision”)Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. (a) Subject It is the intent of the parties hereto that the Secured Obligations shall be secured by the Collateral. On or prior to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which caseClosing Date, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant toBorrower, JDN AL and subject to the limitations set forth in the Security Pledge Agreement, JDN Holdings will execute and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered deliver to the Collateral Agent a collateral assignment, in form and substance satisfactory the Security Documents pertaining to the Collateral AgentProperties described in Exhibit J as Initial Borrowing Base Properties, of and the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date Security Documents (other than the pledge (Hazardous Materials Indemnity Agreement) shall be filed for record at the earliest practicable time, and in any event prior to the making of any Initial New Advances. Within 3 days after the delivery in thereof to the case of Borrower, the immediately following clause (1)) Borrower, JDN AL and perfection of JDN Holdings, as applicable, shall execute and deliver to the security interests (1) in Collateral Agent the certificated equity securities of Security Documents pertaining to the Targetother Properties described on Exhibit J as being Borrowing Base Properties, any Domestic Subsidiaries of Holdings and the Security Documents (other than the Target Hazardous Materials Indemnity Agreement) shall be filed for record (as applicable) at the earliest practicable time. On and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead the Borrower shall commence and diligently pursue the delivery to the Agent of all of the Real Property Documents pertaining to each of the Borrowing Base Properties, which, as to each Borrowing Base Property, shall be required to be delivereddelivered as soon as all items other than the items described in clauses (xi) and (xii) of the definition of Real Property Documents are available, or a security interest therein perfected, not more than and within 90 days after the Closing Date, the Borrower and the Guarantors shall have completed the delivery to the Agent all of the Real Property Documents pertaining to each of the Borrowing Base Properties, which in all cases must be reasonably satisfactory to the Agent; provided, however, as to the items described in clauses (xi) and (xii) of the definition of Real Property Documents, such obligation shall be to use commercially reasonable efforts during such 90 day period (and thereafter) to obtain and deliver such items to the Collateral Agent from Major Tenants and, if requested by the Agent from time to time, from any other tenants. The Borrower and Agent shall agree on a stipulated value for establishing mortgagee title insurance Coverage on each Borrowing Base Property. The Borrower shall pay all recording fees and costs and stamp, intangible or other taxes payable in connection with the filing for record the Security Documents. (b) The parties acknowledge and agree that the Properties on Exhibit J as of the Closing Date will, on the Final Borrowing Base Perfection Date (and assuming no change in Net Operating Income) produce an aggregate Borrowing Base of $169,206,912. In order to permit the Borrower to have access to the full aggregate amount of the Commitments, while preserving the right of all the Banks to approve the beginning Borrowing Base Properties, the Borrower may, for a period of 6 months from the Closing Date, offer to contribute an additional Property (or Properties) as a Borrowing Base Property, and any such period additional Property (an "Additional Contributed Beginning Property") shall become a Borrowing Base Property only if approved by each of the Banks and upon satisfying all other criteria for constituting a Borrowing Base Property. In the event that any Borrowing Base Property fails to satisfy the criteria for constituting a Borrowing Base Property set forth in the definition thereof such Property being an "Ineligible Property" so long as it fails to satisfy such criteria, but upon subsequently satisfying such criteria, if such Property has not been released pursuant hereunder, and not an Ineligible Property, the Borrower shall notify the Agent thereof as soon as it becomes aware thereof and such fact shall be included in the next Borrowing Base Certificate, and (i) such Ineligible Property shall not be included in the calculation of the Borrowing Base for purposes of Borrowings pursuant to Section 2.01, (ii) the mandatory prepayment provisions of Section 2.10(b) shall apply, and (iii) the Collateral Agent shall nevertheless not release such Property from the related Security Documents unless and until a release is permitted pursuant and subject to this Section 5.27(b). No Borrowing Base Property may be extended released without the consent of all of the Banks, or contributed without the consent of the Required Banks (or all of the Banks, with respect to an Additional Contributed Beginning Property), in each case in their reasonable discretion; provided, that the Borrower or a Guarantor shall be entitled to a release of a Borrowing Base Property: (1) in exchange for a substitute Property having equal or greater value (using the Borrowing Base calculation with respect thereto) and quality (including as to tenant mix and tenant credit quality) as is determined by the Administrative Agent and the Required Banks in its sole their reasonable discretion and is in all other respects acceptable to the Agent and the Required Banks in their reasonable discretion, subject to the last sentence of this paragraph (b); or (2) (collectivelysuch Borrowing Base Property is being released for sale or refinancing and, except with respect to an Ineligible Property, the “Limited Conditionality Provision”)Agent receives, for the ratable benefit of the Banks, a prepayment on the Loans in connection therewith in an amount equal to the greater of (x) the net proceeds from such sale or refinancing (net of direct customary closing expenses and fees) and (y) an amount equal to 108% of the Borrowing Base attributable to such Borrowing Base Property, and the aggregate Commitments are permanently reduced by the amount of such prepayment. In connection with (x) any such request for a release, contribution or substitution, the Borrower shall provide to Agent and the Banks an analysis of any proposed release, contribution (including an Additional Contributed Beginning Property) or substitution of a Borrowing Base Property that shall demonstrate Borrower's continued compliance with the Loan Documents after giving effect to such release, contribution or substitution; and (y) any such request for a contribution (including an Additional Contributed Beginning Property) or substitution, the Borrower shall pay to the Agent and Banks an appropriate fee (determined by Agent) to accommodate the review and administration of such contribution or substitution. Such fees shall be no less than $5,000 to the Agent and $20,000 to the Banks in each instance or combination of instances whereby more than one property is simultaneously substituted or contributed. In no event shall the combined fee in any instance exceed $40,000. As a condition of any contribution or substitution, the Agent shall have received the Security Documents and Real Property Documents satisfactory to it with respect to the contributed or replacement Property and all other requirements for constituting a Borrowing Base Property shall have been satisfied. In addition, whenever a Borrowing Base Property is released, contributed (including an Additional Contributed Beginning Property) and/or substituted, the Borrower shall provide to the Agent a revised Exhibit J containing the relevant information as to all of the Borrowing Base Properties after giving effect to such release, contribution and/or substitution, which revised Exhibit J shall be distributed to the Banks by the Agent upon the Agent's determination that it is in compliance with the terms of this Agreement. Upon request of any Bank, to satisfy the bank regulatory or examination requirements or requests of internal or external bank examiners, the Agent shall, at the expense of the Borrower, but in the name of the Agent, acting on behalf of the Banks, obtain written appraisal reports on any or all of the Borrowing 37 45 Base Properties which (i) complies with Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, 12 U.S.C. 3331, et seq., and The Regulations and Statements of General Policy on Appraisals promulgated by the Federal Deposit Insurance Corporation, 12 C.F.R. Part 32, as amended, and (ii) is performed by a state-certified real estate appraiser certified under the laws of any state. Such appraisals shall be no more frequent than once per 12 month period for any Property.

Collateral. (a) Subject The Obligations shall be secured by a perfected second priority security interest in the Collateral, subject only to the Limited Conditionality Provision first priority Lien granted pursuant to the Security Agreement for the benefit of the First Priority Secured Parties. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.23, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.23, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the purposes of fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary Collateral. In addition to Collateral withdrawals otherwise permitted to be pledged pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (and any related collateral) if requested by the Borrower at any time prior to the commencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, shall be pledged) pursuant to, and subject released by the Collateral Trustee to the limitations set forth custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the Security Pledge Agreementpurpose of correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to the foregoing sentence shall remain Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed except in blank; andconnection with a withdrawal otherwise permitted pursuant to this Agreement or any other Loan Document. (b) Beginning on October 15, 2009 and on each April 15th and October 15th thereafter (or, if such day is not a Business Day, the next following Business Day), the Joint Lead Arrangers shall (i) in consultation with Barclays Bank PLC, Wachovia Bank, National Association and Deutsche Bank AG New York Branch (in each case so long as it shall be a Bank under this Agreement or either of the New Credit Agreements) (each, a “Consulting Bank”) undertake a review to determine if any re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List is appropriate, and (ii) if any such re-ranking is appropriate, undertake such re-ranking, in their sole and absolute discretion, in consultation with the Consulting Banks. In connection with any such re-ranking, the Borrower shall have executed and delivered cooperate with the Joint Lead Arrangers in any diligence, including providing information related to the Collateral Agent a and the Listed Eligible Assets, reasonably requested by the Joint Lead Arrangers for purposes of such re-ranking. Each inclusion of assets in the Collateral shall be in the order of the then-current ranking of Listed Eligible Assets and, following inclusion, such assets shall constitute the lowest ranked Collateral on the Pledged Collateral List. Any increase in the funding of any asset included in the Collateral or Listed Eligible Assets shall be considered part of such asset and shall be included in the Borrowing Base Value thereof. (c) Any newly originated or acquired assets or assets that become available that were previously pledged or mortgaged as collateral assignmentin connection with the DB Master Repurchase Agreement or the GE Credit Tenant Lease Facility that qualify as Eligible Assets shall be automatically included in the Listed Eligible Assets (and the Joint Lead Arrangers may, in form and substance satisfactory consultation with the Consulting Banks, re-rank the Listed Eligible Assets in connection therewith, in consultation with the Consulting Banks). Any Fremont Asset that qualifies as an Eligible Asset, immediately as of the time it is no longer subject to the Collateral AgentFremont Participation Agreement, shall be automatically included in the Listed Eligible Assets. Notwithstanding anything to the contrary herein, at the time any Fremont Assets are added to Listed Eligible Assets and once the Joint Lead Arrangers have been afforded a reasonable opportunity to rank such assets, in consultation with the Consulting Banks, in a special one-time reranking of Listed Eligible Assets (the “Special Fremont Reranking”), the Joint Lead Arrangers may effect substitutions of the Acquisition Documents; provided that, to the extent Collateral with any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Listed Eligible Assets.

Collateral. (ai) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a)Each Grantor covenants and agrees that: (A) At all times, all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreementright to direct the commencement, accompanied by instruments continuation or cessation of transfer any Staking with respect to the Article 12 Collateral, and undated stock powers endorsed no Grantor shall engage in blank; andany Staking of Article 12 Collateral without the prior written consent of the Collateral Agent. (bB) All Staking Rewards issued, earned, received or receivable by any Grantor in connection with the Staking of the Article 12 Collateral shall be held in a Blocked Custodial Account that is subject to (1) the Borrower shall have executed Collateral Agent’s perfected first priority lien and delivered (2) a Custodian Control Agreement. (C) If any validator engaged or used by any Grantor in connection with the Staking of any Article 12 Collateral is not satisfactory to Collateral Agent in Collateral Agent’s sole discretion, Collateral Agent may direct the cessation of Staking of such Article 12 Collateral or re-delegate a validator satisfactory to the Collateral Agent a collateral assignmentin the Collateral Agent’s sole discretion for continued Staking of the Article 12 Collateral, in form each case, at Grantors’ sole cost and substance expense. (D) If any Custodian holding the Article 12 Collateral is not reasonably satisfactory to the Collateral Agent, the Collateral Agent may direct such Article 12 Collateral to be held by a new Custodian reasonably acceptable to the Collateral Agent and the applicable Grantor and such Grantor shall obtain a Custodian Control Agreement with respect to such Custodian and Article 12 Collateral, in each case, at Grantors’ sole cost and expense. The Collateral Agent and Grantors acknowledge and agree that BitGo and its respective subsidiaries are acceptable Custodians. (E) Such Grantor shall not, and shall not permit any other Person to, amend or make any changes to the authorized signatories of, or persons authorized to make changes to, any Custodial Account holding or controlling any Article 12 Collateral without the prior written consent of the Acquisition Documents; provided thatCollateral Agent, in its sole discretion. (F) Collateral Agent may, in its sole discretion, with prior or concurrent written notice to Grantors, specify additional acceptable validators and Custodians or remove validators and Custodians that are no longer satisfactory to Collateral Agent in connection with the preceding Sections 6(n)(i)(C)-(D). (G) The Grantors shall not, directly or indirectly, after the date hereof, establish a Custodial Account or otherwise maintain any Article 12 Collateral with any Custodian unless each of the following conditions is satisfied: (1) Collateral Agent shall have received not less than five (5) Business Days’ prior written notice of the intention of such Grantor to open or establish such Custodial Account, which notice shall specify in reasonable detail and specificity acceptable to Collateral Agent the type, nature and quantity of the Article 12 Collateral, the owner of the Article 12 Collateral, the name and address of the Custodian at which such Custodial Account is to be established and Article 12 Collateral is to be maintained or held, the individual at such Custodian with whom such Grantor is dealing and the purpose of the Custodial Account and related Article 12 Collateral, (2) the Custodian where such account is opened or maintained shall be acceptable to Collateral Agent and (3) such account shall be subject to a Custodian Control Agreement. (ii) Upon the request of the Collateral Agent, within two (2) Business Days following any Grantor’s receipt of such request, such Grantor shall deliver to Collateral Agent an updated Schedule IV listing all of Grantors’ Custodial Accounts holding any Article 12 Collateral and all Deposit Accounts, Securities Accounts, locations, wallets, addresses, or storage devices used as the location at which Backstop FET Collateral is maintained. (iii) Each Grantor further covenants and agrees, to the extent that any Collateral constitutes Article 12 Collateral or Transferable Records, to notify Collateral Agent thereof within five (5) Business Days and to take all steps requested by Collateral Agent to cause the security interest of Collateral Agent in such Article 12 Collateral or such Transferable Records to be perfected by Control or as otherwise provided in Sections 7-106, 9-105, 9-105A, 9-107A, 9-314 and 9-314A of the Code of any applicable jurisdiction or Section 16 of the UETA as adopted in any Collateral is not applicable jurisdiction (or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets similar provision of any Domestic Subsidiaries similar statute of Holdings any jurisdiction). Each Grantor agrees that it will not transfer Collateral out of any system or platform providing for Control of any Article 12 Collateral in favor of Collateral Agent, unless (other than the Target and its SubsidiariesA) with respect to which a Lien may be perfected solely by the filing of a financing statement such transfer is permitted hereunder or under the UCCSecurities Purchase Agreement or (B) after the Borrowersuch Grantor, Collateral Agent and any relevant Custodian or other third parties have entered into arrangements with a substitute system reasonably satisfactory to Collateral Agent to cause Collateral Agent’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest perfected Lien in such Collateral shall not constitute a condition precedent to the availability be established and continued on such substitute system. No arrangement contemplated hereby or in connection with any system or platform providing for Control of the Credit Facility on the Closing Date, but instead any Article 12 Collateral in favor of Collateral Agent shall be required modified in any manner adverse to be deliveredCollateral Agent, or a security interest therein perfectednor shall any Grantor consent to any such modification, not more than 90 days after without the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)prior written consent of Collateral Agent.

Collateral. The Borrower will be obligated to provide the following collateral: (a) Subject to Pledge by the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock Loan Parties of 100% of the stock of each subsidiary directly owned Subsidiary of each Credit Party shall have been pledged thereby (other than Capital Stock of any Excluded Subsidiarysubject, in which each case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andcustomary exceptions). (b) With respect to substantially all other assets of the Borrower Loan Parties (subject to certain excluded property consistent with the Existing RBL Credit Agreement), including cash, first priority, perfected liens and security interests (subject to permitted liens to be agreed) on such assets of the Loan Parties, including all deposit accounts, securities accounts and commodity accounts (other than Excluded Accounts) of the Loan Parties which accounts shall have executed and delivered be subject to the Collateral Agent a collateral assignment, control agreements in form and substance reasonably satisfactory to the Collateral AgentExit Administrative Agent to be delivered, (i) for accounts existing as of the Acquisition DocumentsClosing Date, within three (3) business days of the Closing Date and (ii) for accounts established after the Closing Date, within thirty (30) days after establishment thereof (or such longer period as approved by the Exit Administrative Agent); provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiariesi) with respect to which its oil and gas properties, the Loan Parties shall be required to deliver and maintain liens on not less than 90% of the total PV-9 of the Borrowing Base Properties and (ii) with respect to all other assets, the Loan Parties shall not be required to take any action to perfect a Lien lien on any such assets securing the Exit Facility unless such perfection may be perfected solely accomplished by (A) the filing of a UCC-1 financing statement in the obligor’s jurisdiction of formation, (B) delivery of certificates representing any pledged equity consisting of certificated securities, in each case, with appropriate endorsements or transfer powers, or (C) granting the Exit Administrative Agent control (within the meaning of the Uniform Commercial Code) over deposit accounts, commodity accounts and securities accounts (other than Excluded Accounts) and any pledged equity consisting of uncertificated securities. (c) Negative pledge on substantially all non-mortgaged assets of the Loan Parties (subject to permitted liens). (d) Unconditional joint and several guarantees from each Guarantor (with respect to obligations for which the Borrower or another Guarantor is the primary obligor). The secured and guaranteed obligations under the UCCExit Facility (the “Secured Obligations”) after shall include the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability obligations of the Credit Facility on Borrower and its subsidiaries under (a) the Closing DateExit Facility, but instead shall be required to be delivered(b) hedging agreements that are entered into with counterparties that are Exit Lenders or affiliates of Exit Lenders at the time of the execution thereof, (c) treasury management agreements that are entered into with counterparties that are Exit Lenders or a security interest therein perfected, not more than 90 days after affiliates of Exit Lenders at the Closing Date time of the execution thereof and (as d) any hedging agreements and treasury management agreements of an Exit Lender (or its affiliate) that were entered into with such period may be extended by the Administrative Agent in lender (or its sole discretionaffiliate) (collectivelyi) under the Existing RBL Credit Agreement or (ii) during the Chapter 11 Cases, in each case, that will “roll” into the “Limited Conditionality Provision”)Exit Facility.

Collateral. (G) Borrower shall pay any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Partial Defeasance Interest in this Note or otherwise required to accomplish the agreements of this Section. (H) If any notice of Partial Defeasance is given pursuant to Section 9(b)(ii)(C), Defeasance Agent shall be required to defease all or any portion of the Loan on a Release Date (unless such notice is revoked by Borrower prior to such Release Date in which event Borrower shall immediately reimburse Lender and Defeasance Agent for any and all reasonable costs and expenses incurred by Lender or Defeasance Agent in connection with Borrower's giving of such notice and revocation). (I) Borrower hereby irrevocably appoints Defeasance Agent as Borrower's agent and attorney-in-fact, which appointment is coupled with an interest and with full power of substitution, for the purpose of purchasing the Defeasance Collateral with the Proceeds and delivering the Partial Defeasance Collateral to Lender pursuant to Sections 9(b)(ii)(A) and (B). Borrower hereby ratifies and confirms all acts done or omitted to be done by Defeasance Agent under the authority of such power of attorney. (J) Notwithstanding any release of any Security Instrument or any Partial Defeasance hereunder, the Defeasance Obligor shall, and hereby agrees to be, bound by and obligated under Sections 3.1 (Payment of Debt), 7.2 (Further Acts Etc.), 7.4(a) (Estoppel Certificates), 11.2 (Application of Proceeds), 11.7 (Other Rights Etc.) and 14.2 (Marshalling and Other Matters) and Article 13 (Indemnification) of the Security Instruments; provided, however (a) Subject all references therein to "PROPERTY" or "PERSONAL PROPERTY" shall be deemed to refer only to the Limited Conditionality Provision with respect Partial Defeasance Collateral delivered to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant toLender, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower Defeasance Obligor shall have executed and delivered be only obligated to pay a portion of the Debt equal to the Collateral Agent Partial Defeasance Portion. (K) It shall be an event of default under this Note (a collateral assignment"PARTIAL DEFEASANCE DEFAULT") if (a) Borrower fails to strictly comply with all of the requirements of the preceding clauses (A) through (J) of this Section 9(b)(ii) on or before the Release Date, in form and substance satisfactory (b) the disposition of a Property pursuant to the Collateral Agent, exercise of any Purchase Option is consummated (whether in accordance with the terms of the Acquisition Documents; provided thatlease, by order of any court, or otherwise), and (c) Lender receives or is required to receive the Purchase Price. If a Partial Defeasance Default shall occur, Lender may declare the entire Debt, including the principal balance of the Loan (deducting therefrom the amount of the Purchase Price actually received by Lender, which shall be applied to the extent Outstanding Principal Balance), all accrued interest, and all costs, expenses, charges and fees payable under any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).Loan

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all All Capital Stock of each directly owned Subsidiary of each Credit Party (other than Parent) shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, Documents and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge AgreementDocuments, accompanied by instruments of transfer and undated stock powers endorsed in blank; and. (b) All Indebtedness owed to any of the Borrower Credit Parties (other than any Indebtedness of another Credit Party) which, in the aggregate, exceeds $50,000 that is evidenced by one or more promissory notes shall have executed been pledged pursuant to the Security Documents, and delivered the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) The Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent a collateral assignmentthat the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the making of the Term Loans hereunder. (d) The Collateral Agent shall have received evidence, in form and substance satisfactory to the Collateral Agent, that appropriate UCC (or equivalent) financing statements (including fixture filings) have been duly filed in such office or offices as may be necessary or, in the opinion of the Acquisition Documents; provided thatCollateral Agent, desirable, to perfect the extent any security interest Collateral Agent’s Liens in any and to the Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by certified searches reflecting the filing of a all such financing statement under the UCCstatements. (e) after the Borrower’s use of commercially reasonable efforts to do soThe Collateral Agent shall have received, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent form and substance satisfactory to the availability Collateral Agent, such landlord waivers, bailee letters or other acknowledgement agreements of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Credit Party’s or its Subsidiaries’ books and records or assets as may be reasonably requested by the Credit Facility Collateral Agent. All such landlord waivers, bailee letters and acknowledgment agreements shall have been received by Collateral Agent on or prior to the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted Iridium LLC will cause to be pledged pursuant hereunder at all times 100% of the aggregate ownership interests of the Company then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, Iridium LLC shall have the right to this Agreement shall be pledged) pursuant toexercise all voting, consensual and subject other powers of ownership pertaining to the limitations set forth Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is inconsistent with the Security Pledge terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer execute and undated stock powers endorsed in blank; and (b) the Borrower shall have deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (b). (c) Except as permitted under, and subject to any conditions set forth in, Section 7.07 of the Credit Agreement, no distributions, dividends or other payments shall be paid by the Company to Iridium LLC in its capacity as a member of the Company, and Iridium LLC shall not be entitled to receive and retain any such distribution, dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Management Services Agreement. In the event that, notwithstanding the foregoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the same in trust for the Collateral Agent a collateral assignmentand the other Secured Parties, in form segregated from other funds of Iridium LLC and substance satisfactory forthwith turn over the same to the Collateral Agent, Agent in the exact form received by Iridium LLC for deposit into the appropriate Account pursuant to the Depositary Agreement. (d) Without limiting any other rights of the Acquisition Documents; provided that, Collateral Agent under this Agreement (but subject to the extent second paragraph of Section 5.05), upon and during the continuance of any security interest in any Event of Default, the Collateral is not or canAgent may (but shall not be provided and/or perfected on the Closing Date (other than the pledge (and delivery obligated to) make a demand for payment in the case respect of the immediately following clause (1)) and perfection Reserve Capital Call Obligations in accordance with Section 4.02 of the security interests (1) in the certificated equity securities of the TargetIridium LLC Agreement, without notice to or consent from or any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be action required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended taken by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Iridium LLC.

Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the Collateral, Collateral Agent shall have received: (ai) Subject each Pledge Agreement and each Control Agreement (except for the Canada Control Agreement), duly executed by the Persons party thereto; (ii) (A) certificates representing the shares of Capital Stock pledged pursuant to the Limited Conditionality Provision Pledge Agreements together with respect an undated stock power for each such certificate executed in blank by an Authorized Representative of the pledgor thereof, and (B) each promissory note (if any) pledged pursuant to this Section 6.02(athe Pledge Agreements endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to Collateral Agent) by the pledgor thereof; (iii) appropriately completed UCC financing statements (Form UCC-1) or PPSA financing statements, naming each applicable Credit Party as debtor and Collateral Agent as secured party, either (i) in the case of the UCC financing statements, in form appropriate for filing under the UCC of the State of Delaware or such other applicable jurisdiction or (ii) in the case of the PPSA financing statements, as have been filed, and in each case covering the Collateral described in the applicable Pledge Agreement; (A) the results of a recent search, by a Person reasonably satisfactory to Collateral Agent, of the UCC or PPSA filing offices in the jurisdictions specified by each Credit Party, together with copies of all such filings disclosed by such search, and (B) UCC termination statements or PPSA discharge statements (or similar documents), if any, duly authorized by all Capital Stock applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC or PPSA financing statements (or equivalent filings) disclosed in such search and set forth on Schedule 3.1(e) attached hereto (other than any such financing statements or discharge statements in respect of each directly owned Subsidiary of Permitted Liens); and (v) evidence that each Credit Party shall have been pledged taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations as set forth in the Security Pledge Agreement, and the herein) reasonably required by Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent create or perfect a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected First Priority Lien on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Collateral.

Collateral. (a) Subject The Obligations shall be secured by a perfected second priority security interest in the Collateral, subject only to the Limited Conditionality Provision first priority Lien granted pursuant to the Security Agreement for the benefit of the First Priority Secured Parties. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.23, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.23, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the purposes of fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary Collateral. In addition to Collateral withdrawals otherwise permitted to be pledged pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (and any related collateral) if requested by the Borrower at any time prior to the commencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, shall be pledged) pursuant to, and subject released by the Collateral Trustee to the limitations set forth custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the Security Pledge Agreementpurpose of correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to the foregoing sentence shall remain Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed except in blank; andconnection with a withdrawal otherwise permitted pursuant to this Agreement or any other Loan Document. (b) Beginning on October 15, 2009 and on each April 15th and October 15th thereafter (or, if such day is not a Business Day, the next following Business Day), the Joint Lead Arrangers shall (i) in consultation with Barclays Bank PLC, Wachovia Bank, National Association and Deutsche Bank AG New York Branch (in each case so long as it shall be a Bank under this Agreement or either of the New Credit Agreements) (each, a “Consulting Bank”) undertake a review to determine if any re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List is appropriate, and (ii) if any such re-ranking is appropriate, undertake such re-ranking, in their sole and absolute discretion, in consultation with the Consulting Banks. In connection with any such re-ranking, the Borrower shall have executed and delivered cooperate with the Joint Lead Arrangers in any diligence, including providing information related to the Collateral Agent a and the Listed Eligible Assets, reasonably requested by the Joint Lead Arrangers for purposes of such re-ranking. Each inclusion of assets in the Collateral shall be in the order of the then-current ranking of Listed Eligible Assets and, following inclusion, such assets shall constitute the lowest ranked Collateral on the Pledged Collateral List. Any increase in the funding of any asset included in the Collateral or Listed Eligible Assets shall be considered part of such asset and shall be included in the Borrowing Base Value thereof. (c) Any newly originated or acquired assets or assets that become available that were previously pledged or mortgaged as collateral assignmentin connection with the DB Master Repurchase Agreement or the GE Credit Tenant Lease Facility that qualify as Eligible Assets shall be automatically included in the Listed Eligible Assets (and the Joint Lead Arrangers may re-rank the Listed Eligible Assets in connection therewith, in form and substance satisfactory consultation with the Consulting Banks). Any Fremont Asset that qualifies as an Eligible Asset, immediately as of the time it is no longer subject to the Collateral AgentFremont Participation Agreement, shall be automatically included in the Listed Eligible Assets. Notwithstanding anything to the contrary herein, at the time any Fremont Assets are added to Listed Eligible Assets and once the Joint Lead Arrangers have been afforded a reasonable opportunity to rank such assets, in consultation with the Consulting Banks, in a special one-time reranking of Listed Eligible Assets (the “Special Fremont Reranking”), the Joint Lead Arrangers may effect substitutions of the Acquisition Documents; provided that, to the extent Collateral with any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Listed Eligible Assets.

Collateral. (a) Subject In the event the Repo Purchaser and the Indenture Trustees are able to reach agreement as to the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock market value of each directly owned Subsidiary such collateral within a reasonable period of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which casetime, the maximum amount Repo Purchaser shall be authorized to proffer such valuations to CMI in an effort to reach consensual agreement with CMI as to the market value of Capital the CBO REIT Stock Collateral and the CBO-1/Nomura Collateral in connection with a Repo Disposition pursuant to the Repo Agreement. In the event the Repo Purchaser and the Indenture Trustees are unable to reach agreement on such valuations within a reasonable time, the Repo Purchaser shall forego its efforts to reach consensual agreement with CMI as to the market value of the CBO REIT Stock Collateral and the CBO-1/Nomura Collateral, and the Repo Purchaser shall, instead, proceed to determine the market value of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant tocollateral by the appraisal methodology provided therefore in the Repo Agreement, and subject to the limitations set forth in following procedures hereby agreed to by the Security Pledge AgreementRepo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee. The Repo Agreement sets forth a procedure whereby the Repo Purchaser shall select and advise CMI in writing of its selection of three (3) then designated Qualified CMBS Institutions to determine the valuation of the CBO REIT Stock Collateral Agent shall have received all certificates representing and the valuation of the CBO-2 Collateral and the CBO-1/Nomura Collateral held by CBO REIT. Upon receipt of such securities pledged under notification of the Security Pledge Agreementdesignation of such three (3) Qualified CMBS Institutions selected by the Repo Purchaser, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) CMI is to advise the Borrower shall have executed and delivered to the Collateral Agent a collateral assignmentRepo Purchaser, in form and substance satisfactory to the Collateral Agentwriting, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case its selection of the immediately following clause (1)) and perfection of the security interests one (1) of such three (3) designated Qualified CMBS Institutions, who shall then determine the valuation of the CBO REIT Stock Collateral, the CBO-2 Collateral and the CBO-1/Nomura Collateral. In connection with such determination of the valuation of the CBO REIT Stock Collateral and of the respective interests of the Repo Purchaser in the certificated equity securities CBO-2 Collateral and the Note A Indenture Trustee and the Note B Indenture Trustee in the CBO-1/Nomura Collateral and the selection of the Target, any Domestic Subsidiaries of Holdings three (other than the Target and its Subsidiaries3) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect Qualified CMBS Institutions for submission to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectivelyCMI, the “Limited Conditionality Provision”).Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee hereby agree as follows:

Collateral. (a) Subject The Parent and the Borrower shall, and shall cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to, do all things necessary or reasonably requested by the Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Liens of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Limited Conditionality Provision Collateral Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral (except as to Non-Perfected Collateral), including, without limitation, but subject to the limitations contained in the definition of Collateral, the Equity Interests of the Borrower and each of its direct and indirect Restricted Subsidiaries and the direct and indirect Restricted Subsidiaries of the Borrower and the Parent. (b) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to (i) grant to the Administrative Agent for the benefit of the Secured Parties a Lien on all assets (other than Excluded Collateral, and with respect to this Section 6.02(a), FCC Licenses subject to the terms of the Security Agreement) of all Capital Stock of each directly owned Subsidiary of each Credit Party Loan Parties which shall have been pledged (be perfected on all Collateral other than Capital Stock of any Excluded Subsidiary, Non-Perfected Collateral and (ii) take such action as is necessary from time to time to cause all such Liens in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted Collateral to be pledged pursuant first and prior Liens (except as to this Agreement shall be pledged) pursuant toNon-Perfected Collateral, and subject to Liens permitted by Section 7.01). For the limitations set forth avoidance of doubt, all Equity Interests in the Security Pledge Borrower and all Equity Interests owned by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary will continue to be fully pledged as Collateral unless and until Disposed of in accordance with the terms of this Agreement. (c) The Parent and the Borrower shall, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to do all things necessary or reasonably requested by the pledge Administrative Agent to preserve and (and delivery in except as to Non-Perfected Collateral) perfect the case Liens of the immediately following clause (1)) and perfection Administrative Agent for the benefit of the security interests Secured Parties, arising pursuant hereto and pursuant to the Pledge Agreements and Security Agreements as first Liens (1) in except as to Non-Perfected Collateral), and to insure that the certificated equity securities Administrative Agent, for the benefit of the TargetSecured Parties, any has a perfected prior and first Lien on all of the Collateral other than Non-Perfected Collateral of the Borrower and each of its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of Holdings (other than the Target Borrower and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do soParent; provided, then the provision and/or perfection of a security interest in however, that no such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead action shall be required to be delivered, or a security interest therein perfected, not more than 90 days after perfect the Closing Date (as such period may be extended by the Administrative Agent Liens in its sole discretion) (collectively, the “Limited Conditionality Provision”)Non-Perfected Collateral.

Collateral. ‌ (a) Subject The Parent Guarantor and Azul Linhas shall procure that, at all times, the Collateral comprises (1) the Delayed Draw Account Security Agreement and the Delayed Draw Account Control Agreement, and (2) the Credit Card Receivables Fiduciary Assignment in respect of: (i) all of the Credit Card Receivables; provided that the Credit Card Receivables Fiduciary Assignment Agreement shall provide that upon an Obligor’s entry into any Anticipation transaction (which shall be permitted to the Limited Conditionality Provision be entered into with any counterparty) with respect to this Section 6.02(a)any Credit Card Receivables, all Capital Stock such Credit Card Receivables shall be automatically released from the Credit Card Receivables Fiduciary Assignment so long as (x) no Event of each directly owned Subsidiary of each Credit Party shall have been pledged Default (other than Capital Stock or equivalent event) has occurred and is continuing, and (y) the net proceeds received from such Anticipation (after the deduction of any Excluded Subsidiaryfees, in which casecharges, discounts or other finance or transaction costs) (“Anticipated Credit Card Receivables”) are paid directly by the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to payor into the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankCredit Card Receivables Deposit Account; and (ii) the Credit Card Receivables Deposit Account. in each case subject to the permitted post-closing perfection periods provided in the Credit Card Receivables Fiduciary Assignment Agreement and in this Indenture. (b) The Parent Guarantor and Azul Linhas, as applicable, shall procure that: (i) all the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, proceeds of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability all of the Credit Facility Card Receivables shall be paid directly by the payor into the Credit Card Receivables Deposit Account; and (ii) the net proceeds of any Anticipated Credit Card Receivables are paid directly by the payor into the Credit Card Receivables Deposit Account. (c) The Parent Guarantor and Azul Linhas, as applicable, shall: (i) request the registration of the Liens created by the Credit Card Receivables Fiduciary Assignment Agreement with the CERC and any other Credit Card Receivables Registry where the Credit Card Receivables are registered, if applicable, on the Closing Date, but instead and cause such registration to be effectuated by CERC five (5) Business Days following the Closing Date; (ii) register the Credit Card Receivables Fiduciary Assignment Agreement with the applicable registry of titles and documents (cartório de registro de títulos e documentos) within five (5) Business Days following the Closing Date; and (iii) provide evidence that the Credit Card Acquirers have been notified of the Credit Card Receivables Fiduciary Assignment within five (5) Business Days following the Closing Date. (d) The Parent Guarantor and Azul Linhas shall ensure that, on each Coverage Testing Date, the Coverage Ratio shall be at least equal to the Coverage Ratio Threshold. If the Coverage Ratio is lower than the Coverage Ratio Threshold as of any Coverage Testing Date, the Parent Guarantor and Azul Linhas shall within ten (10) calendar days from such Coverage Testing Date (the “Coverage Cure Period”): (i) deposit cash in Brazilian reais into the Credit Card Receivables Deposit Account in order that the Coverage Ratio shall be restored to a level not lower than the Coverage Ratio Threshold (which cash shall be required to remain in the Credit Card Receivables Deposit Account until the Coverage Ratio Threshold is complied with on the next Coverage Testing Date); or (ii) prepay the Notes in full or in part in accordance with Section 3.02, provided failure to restore the Coverage Ratio to a level at least equal to or greater than the Coverage Ratio Threshold on or prior to the expiry of the Coverage Cure Period (including after giving effect to the actions taken pursuant to (i) or (ii) above) shall constitute an Event of Default under this Section 6.01 on the date of expiry of the Coverage Cure Period. (e) The Parent Guarantor and Azul Linhas, as applicable, shall procure that: (i) all the Credit Card Receivables shall be delivered, or a security interest therein perfected, not more than 90 days after subject to the Closing Date (as such period may be extended Lien created by the Administrative Credit Card Receivables Fiduciary Assignment (which, for the avoidance of doubt, shall not include any receivables comprising the Shared Collateral); (ii) Azul Linhas continues to be the only Subsidiary of the Parent Company to generate any Credit Card Receivables and, in the event that any Subsidiary of the Parent Guarantor other than Azul Linhas were to generate such Credit Card Receivables, such other Subsidiary joins as a grantor under the Credit Card Receivables Fiduciary Assignment Agreement prior to the generation of any such Credit Card Receivables; (iii) all future Credit Card Receivables generated following a bankruptcy filing of the Issuer, any of the Guarantors or any of their respective Subsidiaries continue to be owned by the Brazilian Collateral Agent for the benefit of the Holders until all obligations outstanding in its sole discretionrespect of the Notes have been repaid and satisfied in full; and (iv) all the credit card receivables from the Azul passenger airline business arising from the execution by Azul Linhas of any additional accreditation agreements (“Accreditation Agreements”) with any acquirer entities (credenciadoras) (collectively“Credit Card Acquirers”) automatically be deemed subject to the Credit Card Receivables Fiduciary Assignment, and automatically be incorporated into the “Limited Conditionality Provision”relevant definition in the Credit Card Receivables Fiduciary Assignment Agreement, with the execution of an amendment to the Credit Card Receivables Fiduciary Assignment Agreement, pursuant to Article 1,361, paragraph 3, of the Brazilian Civil Code. (f) The Parent Guarantor shall not, and shall not permit any of its Subsidiaries (including, but not limited to, Azul Linhas) to: (i) enter into any additional Accreditation Agreements with Credit Card Acquirers in relation to the Credit Card Receivables unless the Parent Guarantor or Azul Linhas, as applicable, unless the Parent Guarantor and Azul Linhas enter into an amendment to the Credit Card Receivables Fiduciary Assignment Agreement to include such additional Accreditation Agreement within the Credit Card Receivables Fiduciary Assignment with a Lien in respect of the relevant Credit Card Receivables on the same terms as the existing Accreditation Agreements (which shall include notice or, if required, consent of such Credit Card Acquirer, as provided in the Credit Card Receivables Fiduciary Assignment Agreement); or (ii) take any action that could reasonably be expected to result in a material decrease in the generation of Credit Card Receivables. (g) The Parent Guarantor shall, and shall procure that its Subsidiaries (including but not limited to Azul Linhas) take any and all actions reasonably requested by the Holders or their representatives or agents, to the extent permitted by and consistent with applicable law, to evidence Holders’ ownership of the Credit Card Receivables.

Collateral. (a) Subject The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Minimum Value of the oil and gas properties owned by Borrower and its Restricted Subsidiaries, (ii) all Related Assets (to the Limited Conditionality Provision extent Borrower has requested that the value of such Related Assets be taken into account by Administrative Agent and Required Banks for purposes of establishing the Borrowing Base), and (iii) one hundred percent (100%) of the issued and outstanding Equity of each Restricted Subsidiary of Borrower. On the Closing Date, Borrower shall (A) deliver to Administrative Agent for the ratable benefit of each Bank, Mortgages and Assignment and Amendments to Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and/or its Restricted Subsidiaries, together with respect 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 oil and gas properties and other interests of Borrower and its Restricted Subsidiaries required by this Section 6.02(a6.1(a), all Capital Stock of each directly owned (B) execute and deliver to Administrative Agent (1) a Restricted Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral (2) such UCC-1 and UCC-3 financing statements as Administrative Agent shall have received all certificates representing request to fully evidence and perfect the Liens created by such securities pledged under the Security Restricted Subsidiary Pledge Agreement, and (C) deliver to Administrative Agent (to the extent not previously delivered pursuant to the terms of the Existing Chase Credit Agreement) the certificate(s) evidencing the issued and outstanding Equity of SWAT, PBNR and POC, duly endorsed or accompanied by instruments of transfer appropriate blank stock powers. Borrower hereby authorizes Administrative Agent, and undated stock powers endorsed 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 blank; andAdministrative Agent’s sole discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Closing Date, prior to each Increase, and at such other times as Administrative Agent or Required Banks shall request, Borrower and its Restricted Subsidiaries shall have executed execute and delivered deliver to Administrative Agent, for the Collateral Agent a collateral assignmentratable benefit of each Bank, Mortgages in form and substance satisfactory 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 Liens required by Section 6.1(a) preceding with respect to the Collateral Minimum Value of all oil and gas properties and Related Assets 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 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 of its Subsidiaries is required to execute and deliver Mortgages and/or Assignments and 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) Borrower’s or such Subsidiary’s title to the Minimum Value of the Acquisition Documents; provided thatoil and gas properties which are subject to such Mortgages, and (ii) the validity, perfection and priority of the Liens created by such Mortgages (as amended by the Assignments and Amendments to Mortgages, as applicable) and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required by the terms of Section 6.1(a)(iii), Borrower or any security interest Restricted Subsidiary (as applicable) shall execute and deliver to Administrative Agent a Restricted Subsidiary 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 Borrower or such Restricted Subsidiary (as applicable) which shall be duly endorsed or accompanied by stock powers executed in any Collateral is not blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or cannot be provided and/or perfected on appropriate to grant, evidence and perfect the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1Liens required by Section 6.1(a)(iii) in the certificated equity securities issued and outstanding Equity of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in each such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Restricted Subsidiary.

Collateral. Except for Permitted Liens and priorities afforded to any Permitted Lien: (ai) Subject Borrower has good and marketable title to the Limited Conditionality Provision Collateral, (ii) none of the Collateral is subject to any Lien, encumbrance or security interest, and (iii) upon the filing of all Uniform Commercial Code financing statements authenticated or otherwise authorized by Borrower with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock the Collateral in the appropriate jurisdiction(s) and/or the completion of any Excluded Subsidiaryother action required by applicable law to perfect its Liens and security interests, Administrative Agent will have valid and perfected first Liens and security interests upon all of the Collateral. Without limiting the foregoing: (A) Borrower agrees that it will: (i) not change the state where it is organized; (ii) not change its name; and (iii) not change its type of organization, in which each case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledgedwithout providing Administrative Agent with thirty (30) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; anddays prior written notice. (bB) the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any The tangible Collateral is and will remain tangible personal property and is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent real property fixtures. The tangible Collateral is removable from and is not essential to the availability premises at which the tangible Collateral is located. Except as noted on Exhibit A attached hereto, the tangible Collateral is capable of satisfying its intended business function and no additional property is required to be added to the tangible Collateral in order to satisfy such business function. (C) If any of the Credit Facility on Collateral is, at any time, in the possession of a bailee, Borrower shall promptly notify Administrative Agent and shall assist Administrative Agent in obtaining an acknowledgment from the bailee that is holding the Collateral for the benefit of Administrative Agent and Lenders. (D) All of the tangible Collateral is and will be kept at the Base Location except when under contract, mobilizing, or de-mobilizing. (E) None of the Collateral will be removed from the continental United States. (F) Within the past six years, Borrower has not changed its name, done business under any other name, or merged or been the surviving entity of any merger, except as disclosed in writing to Administrative Agent prior to the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”).

Collateral. (a) Subject to As collateral for the Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which caseLoan, the maximum amount Borrower shall provide the Lender an executed City Deed of Capital Stock Trust in the form attached as Exhibit D giving the Lender a security interest on fee parcel(s) on the Property owned by ▇▇▇▇▇▇▇▇. HACLA may arrange to grant a security interest on the Property in favor of such Excluded Subsidiary permitted another lender in order to be pledged pursuant to this Agreement shall be pledged) pursuant tosecure senior debt, and but subject to ▇▇▇▇▇▇’s prior written consent and the limitations senior lender’s provision of a subordination agreement with the City-required terms set forth elsewhere in this City Loan Agreement; provided, however, that if Borrower elects to incur senior debt from ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ agrees to subordinate the City Deed of Trust with alternate terms as set forth in the Security Pledge ▇▇▇▇▇▇ ▇▇▇ Subordination Agreement (Affordable), Form 6456 (2019). Notwithstanding the foregoing, as a condition of ▇▇▇▇▇▇▇▇’s receipt of Project Homekey funds and the terms of the Standard Agreement, and the Collateral Agent City Regulatory Agreement shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) the not be subordinated to any senior debt. The Borrower shall have executed and delivered to deliver concurrently with the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, execution of the Acquisition Documents; provided thatCity Deed of Trust, to the extent any original executed City Note in the form attached as Exhibit C, which Lender shall hold until the City Note is paid in full. Lender shall file a UCC-1 with the California Secretary of State, a copy of which is attached as Exhibit J, giving Lender a security interest in any Collateral the Improvements, personal property, and Plans and Specifications. Exhibit J is not or cannot be provided and/or perfected on hereby incorporated into this City Loan Agreement by this reference. Concurrent with the Closing Date (other than the pledge (and delivery in the case recordation of the immediately following clause (1)) City Deed of Trust and perfection the City Regulatory Agreement, the Lender shall cause all previous Lender deeds of trust, if any, to be respectively reconveyed. All of the security interests Lender’s previous promissory notes, if any, shall be canceled and returned to the Borrower. All of the previous UCC-1's shall likewise be terminated. The City Regulatory Agreement is attached as Exhibit K, which is hereby incorporated into this City Loan Agreement by this reference. As further security, ▇▇▇▇▇▇▇▇ agrees to assign and transfer to the City, subject to the rights of prior lien holders, its successors or assigns, all of (1) Borrower's rights in and to the certificated equity securities of Plans and Specifications, together with all amendments, modifications, supplements, general conditions and addenda thereto relating to the TargetProject, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target ▇▇▇▇▇▇▇▇'s right, title and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent the agreement between the Borrower and the Architect relating to the availability development of the Credit Facility on Project, in the Closing Dateform attached as Exhibit L, but instead shall be required to be deliveredwhich is hereby incorporated into this City Loan Agreement by this reference. The City Regulatory Agreement is attached as Exhibit K, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended which is hereby incorporated into this City Loan Agreement by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)this reference.

Collateral. (a) Subject The Obligations shall be secured by a perfected first priority security interest in the Collateral. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the Limited Conditionality Provision maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.17, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.17, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the purposes of fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary Collateral. In addition to Collateral withdrawals otherwise permitted to be pledged pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (and any related collateral) if requested by the Borrower at any time prior to the commencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, shall be pledged) pursuant to, and subject released by the Collateral Trustee to the limitations set forth custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the Security Pledge Agreementpurpose of correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to the foregoing sentence shall remain Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed except in blank; andconnection with a withdrawal otherwise permitted pursuant to this Agreement or any other Loan Document. (b) Beginning on October 15, 2009 and on each April 15th and October 15th thereafter (or, if such day is not a Business Day, the next following Business Day), the Joint Lead Arrangers shall (i) in consultation with Barclays Bank PLC, Wachovia Bank, National Association and Deutsche Bank AG New York Branch (in each case so long as it shall be a Bank under this Agreement or either of the New Credit Agreements) (each, a “Consulting Bank”) undertake a review to determine if any re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List is appropriate, and (ii) if any such re-ranking is appropriate, undertake such re-ranking, in their sole and absolute discretion, in consultation with the Consulting Banks. In connection with any such re-ranking, the Borrower shall have executed and delivered cooperate with the Joint Lead Arrangers in any diligence, including providing information related to the Collateral Agent a and the Listed Eligible Assets, reasonably requested by the Joint Lead Arrangers for purposes of such re-ranking. Each inclusion of assets in the Collateral shall be in the order of the then-current ranking of Listed Eligible Assets and, following inclusion, such assets shall constitute the lowest ranked Collateral on the Pledged Collateral List. Any increase in the funding of any asset included in the Collateral or Listed Eligible Assets shall be considered part of such asset and shall be included in the Borrowing Base Value thereof. (c) Any newly originated or acquired assets or assets that become available that were previously pledged or mortgaged as collateral assignmentin connection with the DB Master Repurchase Agreement or the GE Credit Tenant Lease Facility that qualify as Eligible Assets shall be automatically included in the Listed Eligible Assets (and the Joint Lead Arrangers may re-rank the Listed Eligible Assets in connection therewith, in form and substance satisfactory consultation with the Consulting Banks). Any Fremont Asset that qualifies as an Eligible Asset, immediately as of the time it is no longer subject to the Collateral AgentFremont Participation Agreement, shall be automatically included in the Listed Eligible Assets. Notwithstanding anything to the contrary herein, at the time any Fremont Assets are added to Listed Eligible Assets and once the Joint Lead Arrangers have been afforded a reasonable opportunity to rank such assets, in consultation with the Consulting Banks in a special one-time reranking of Listed Eligible Assets (the “Special Fremont Reranking”), the Joint Lead Arrangers may effect substitutions of the Acquisition Documents; provided that, to the extent Collateral with any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) (collectively, the “Limited Conditionality Provision”)Listed Eligible Assets.

Collateral. (a) Subject Within one (1) Business Day following the Trigger Date (or such later date as may be agreed upon by the Administrative Agent), the Borrower will deliver to the Limited Conditionality Provision with respect Administrative Agent: (i) complete and correct schedules to this Section 6.02(a), all Capital Stock each of each directly owned Subsidiary of each Credit Party shall have been pledged the Collateral Documents and (other than Capital Stock of any Excluded Subsidiary, ii) legal opinion(s) in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, form and subject substance reasonably satisfactory to the limitations set forth Administrative Agent in the Security Pledge Agreement, and respect of the Collateral Agent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; andDocuments. (b) Following the Trigger Date, on the date on which a Subsidiary (that was not a Subsidiary Guarantor as of the Trigger Date) becomes a Subsidiary Guarantor pursuant to Section 5.09 (or such later date as may be agreed upon by the Administrative Agent), the Borrower shall have executed provide the Administrative Agent with written notice thereof and delivered shall cause each such Subsidiary Guarantor to deliver to the Collateral Administrative Agent a collateral assignmentjoinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Collateral Administrative Agent. (c) On the Trigger Date (or such later date as may be agreed upon by the Administrative Agent), the Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (to the extent constituting accounts receivable, inventory and related assets covered by the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Acquisition Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents; provided that, subject in any case to Liens permitted by Section 6.02. (d) Without limiting the foregoing, the Borrower will, and will cause each other Loan Party to, execute and deliver, or cause to be executed and delivered, to the extent Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower. (e) Notwithstanding the foregoing or anything else contained in this Agreement or any security interest other Loan Document to the contrary, the parties hereto acknowledge and agree that in any Collateral the event that (i) the Index Debt receives, after the Trigger Date, investment grade ratings (without third-party credit enhancement) from both S&P (at least BBB- with stable outlook) and ▇▇▇▇▇’▇ (at least Baa3 with stable outlook), (ii) Consolidated EBITDA (as certified in the most recent certificate delivered pursuant to Section 5.04(c)) for each of the two most recently ended periods of four consecutive fiscal quarters is not or cannot be provided and/or perfected on less than $125,000,000 and (iii) the Closing Date (other Consolidated Fixed Charge Coverage Ratio for each such period is greater than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of 2.5 to 1.0, the security interests granted pursuant to the Collateral Documents will be released (the “Release Event”); provided that if either such investment grade rating from S&P or ▇▇▇▇▇’▇ subsequently falls below BBB- or Baa3 respectively, Holdings, the Borrower and its applicable Subsidiaries will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents and no further ratings-based collateral releases will be permissible. (p) Section 6.02 of the Credit Agreement is amended to (1) in delete the certificated equity securities word “and” appearing at the end of the Targetclause (l) thereof, any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) and (2) in other assets delete the period appearing at the end of any Domestic Subsidiaries of Holdings clause (other than the Target m) thereof and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (as replace such period may be extended by with the Administrative Agent in its sole discretionphrase “; and” and (3) to add the following as a new clause (collectively, the “Limited Conditionality Provision”).n) thereto:

Collateral. (a) Subject to All Capital Stock of the Limited Conditionality Provision with respect to this Section 6.02(aBorrower (except any Capital Stock owned by the Sponsor), all Capital Stock of each Restricted Subsidiary of the Borrower directly owned Subsidiary by the Borrower or any Guarantor, all Capital Stock of each Credit Party GP Obligor directly owned by its general partner or managing member and all Capital Stock of such general partner or managing member directly owned by its respective general partner or managing member, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement or the GP Undertaking, as applicable (other than Capital Stock of except that such parties shall not be required to pledge any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge AgreementStock), and the Collateral Agent shall have received all certificates certificates, if any, representing such securities pledged under the Security Pledge AgreementAgreement or the GP Undertaking, as applicable, accompanied by instruments of transfer and undated stock powers endorsed in blank; . (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to the Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date, that is owing to the Borrower or any Guarantor shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and (bc) All UCC personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement) reasonably requested by the Collateral Agent to be delivered to create and perfect the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have executed and been delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC, with the United States Patent and Trademark Office or the United States Copyright Office. (d) The Administrative Agent shall have received a collateral assignmentcompleted Perfection Certificate, in form and substance satisfactory to the Collateral Agent, dated as of the Acquisition Documents; provided thatClosing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding the foregoing, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge (and delivery in the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities Capital Stock, if any, of the Target, Borrower and any wholly-owned (disregarding general partner and managing member interests) Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) Subsidiary that is not an Immaterial Subsidiary and (2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s Credit Parties’ (or Holdings, the Parent GPs and GP Entities, as applicable), use of commercially reasonable efforts to do soso or without undue burden or expense, then the provision and/or perfection satisfaction of a security interest in such Collateral conditions shall not constitute be a condition precedent to the effectiveness of this Agreement and the availability of the Credit Facility Facilities on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days accomplished as promptly as practicable after the Closing Date (and in any event within the period specified on Schedule 9.18 or such later date as such period may be extended by the Administrative Agent may agree to in its sole discretion) (collectively, the “Limited Conditionality Provision”).