Common use of Representations and Warranties of Grantor Clause in Contracts

Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) that: (a) Grantor is the sole owner of each item of the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear of any and all Liens. (b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public office, other than any such instrument included in the Loan Documents. (c) This Agreement is effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly taken. (d) Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page to this Agreement. (e) Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade name. (f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany. (g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally. (h) The execution, delivery and performance by Grantor of each of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result of the entering into of this Agreement or the performance of Grantor’s obligations hereunder. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. Subject to Grantor's obligations to the Senior Lender under the Loan Documents, each Grantor hereby represents and warrants warrants, on a joint and several basis, to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) Grantee that: (a) Grantor is a corporation or limited partnership, validly existing under the laws of the state of its jurisdiction or incorporation or organization, as applicable. Grantor has the requisite power and all necessary governmental authority to conduct its business as currently being conducted. Grantor shall not change its taxpayer identification number, jurisdiction of incorporation or chief executive office, principal place of business or remove or cause to be removed, the records concerning the Collateral from the premises where such records are currently maintained without thirty (30) days' prior written notice to Grantee. (b) Except for the security interest granted to Grantee under this Security Agreement and the Permitted Liens, Grantor is the sole legal and equitable owner of or, has the power to transfer each item of the Collateral upon in which it purports to grant a Security Interest security interest hereunder, and has having good and marketable title thereto, free and clear of any and all Liens. (bc) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public officeexists, other than any except such instrument included in the Loan Documents. (c) This Agreement is effective to create as may have been filed by Grantor in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing Grantee pursuant to the Codethis Security Agreement, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect except such Security Interest on each item of the Collateral shall as may have been duly takenor shall be filed in connection with the Permitted Liens. (d) Grantor’s chief executive officeThis Security Agreement creates a legal and valid security interest on and in all of the Collateral in which Grantor now has rights and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. Accordingly, principal place Grantor has undertaken all necessary action required by it to create a fully perfected security interest for the benefit of businessGrantee in all of the Collateral in which such Grantor now has rights, subject only to the Permitted Liens. This Security Agreement will create a legal and place where it keeps its accounting records is set forth under Grantor’s name on valid and fully perfected security interest in the signature page Collateral in which Grantor later acquires rights, when Grantor acquires those rights, subject only to this Agreementthe Permitted Liens and any additional filings to be made by Grantee as may be necessary to perfect Grantee's security interest in subsequent ownership rights. (e) Grantor’s full legal name The Collateral is as presently located at such address(es) set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade nameon Schedule B attached hereto. (f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany. (g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally. (h) The execution, delivery and performance by Grantor of each of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result of the entering into of this Agreement or the performance of Grantor’s obligations hereunder. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. The Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) that: (a) Schedule A completely and accurately sets forth all shares of stock, and all other equity, ownership and profit interests in which the Grantor owns any interest. The Pledged Shares have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in breach or derogation of preemptive rights of any Person. (b) The Grantor's chief executive office is located at the address shown as the chief executive office on Schedule B hereto. The Grantor has no places of business other than its chief executive office and the other locations set forth on Schedule B. All tangible Collateral, except instruments and stock certificates delivered to Secured Party in pledge, and all of the Grantor's records relating to any Claims owned by it are kept solely at the locations set forth in Schedules B hereto (other than (i) Inventory in transit in the ordinary course of business, (ii) Inventory temporarily held by contractors or agents in the ordinary course of business, and (iii) Inventory with an aggregate value of less than One Million Dollars ($1,000,000) held by consignees in the ordinary course of business). (c) The Grantor does not do business, and for the previous five years has not done business, under any fictitious business names or trade names other than those listed on Schedule C hereto. (d) The Grantor at all times is (or, as to any item of Collateral acquired after the date hereof, will be) the sole legal and beneficial owner of each item of the all Collateral upon which reflected on its books and records as belonging to it purports to grant a Security Interest hereunder, and has good exclusive possession and marketable title theretocontrol thereof (except for Inventory (with an aggregate value of less than One Million Dollars ($1,000,000) in the possession of consignees, agents or contractors) free and clear of any and all Liens. (bLiens except those created by this Agreement or permitted under Section 5.3(a) of the Credit Agreement. No effective security agreement, financing statement, equivalent security notice of lien, mortgage, deed of trust or lien instrument or continuation statement, financing statement or financing change statement similar in effect covering all the Collateral or any part of the Collateral portion thereof or any proceeds thereof exists or is on file or of record in any public office, other than any such instrument included in the Loan Documents. (c) This Agreement is effective to create except as may have been filed in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the CodeParty, and (iii) upon those relating to Liens permitted by the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly taken. (d) Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page to this Credit Agreement. (e) Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, Grantor The Collateral has not maintained any other name been and will not be used or any assumed name bought by the Grantor for personal, family or trade namehousehold purposes. (f) All originals of all stock certificates, notes, bonds, debentures and other instruments constituting Collateral (except checks received and collected by the Grantor is a company in the ordinary course of business) have been delivered to Secured Party with limited liability, duly organized and existing and in good standing under the laws of Germanyall necessary or appropriate endorsements. (g) The Loan Documents Except (i) as set forth in Schedule D and (ii) as to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered laws generally applicable to the Secured Party creation, perfection or enforcement of security interests in connection herewith or therewithpersonal property, have been duly authorized, and upon their execution and delivery in accordance with neither the provisions hereof will constitute legal, valid and binding agreements and obligations Grantor nor any of Grantor, enforceable against Grantor in accordance with their respective terms, the Collateral purported to granted by it is subject to applicable bankruptcy any requirement of law or similar laws affecting creditors’ rights generallycontractual obligation which prohibits, restricts or limits the execution, delivery or performance of this Agreement or the creation, perfection or enforcement of the security interest purported to be created hereby. (h) The execution, delivery and performance by Grantor of each None of the Loan Documents to which it is a party, and each Collateral constitutes "margin stock," as defined in Regulation U of the transactions contemplated thereby, do not and will not (i) conflict with or violate any Board of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result Governors of the entering into of this Agreement or the performance of Grantor’s obligations hereunderFederal Reserve System. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) thatfollows: (a) Not later than the Closing Date, Grantor shall deliver to the Bank Collateral Agent a completed Perfection Certificate in the form attached hereto as SCHEDULE I. The information set forth therein shall be true and complete. If the Bank Collateral Agent is requested to do so by the Loan Agent, Grantor shall reimburse the Bank Collateral Agent for the cost and expense of obtaining file search reports from each filing office in which financing statements should be filed to perfect the security interest created hereby, evidencing such filing. (b) The principal place of business and chief executive office of the Grantor is located at its address shown on SCHEDULE I or at such other location in any jurisdiction where all actions required by Section 13 shall have been taken. (c) All records concerning Grantor's Receivables and all originals of all chattel paper which evidence Receivables are in the sole owner of each item possession of the Servicer as set forth on SCHEDULE I, or are at such other location in any jurisdiction where all actions required by Section 13 shall have been taken. (d) Grantor owns the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear of any and all Lien, except for Permitted Liens. (b) No . Except with respect to Permitted Liens, no effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement other instrument similar in effect covering all or any part of the Collateral is or will be on file or of record in any public recording office, other than any such instrument included in the Loan Documents. (c) This Agreement is effective to create except as may be filed in favor of the Secured Party (i) a valid and continuing Security Interest in Bank Collateral Agent for the Collateral, (ii) upon the filing benefit of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account Loan Agent and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly taken. (d) Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page Banks relating to this Agreement. (e) Grantor’s full legal name Other than the filings and other actions described herein to perfect the security interests created by this Agreement, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is as set forth in required(i) for the signature page to due execution, delivery and performance of this Agreement andby Grantor, since and the date other documents and instruments executed in connection herewith; (ii) for the grant by Grantor of its formation, Grantor has not maintained any other name the security interests granted hereby; (iii) for the perfection of the security interests granted hereby; or any assumed name or trade name(iv) for the exercise by the Bank Collateral Agent and the Loan Agent and the Banks of their rights and remedies hereunder. (f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany. (g) The Loan Documents to which Grantor is a partyThis Agreement is, and all other documents, agreements documents and certificates required hereby or at any time hereafter delivered to the Secured Party instruments executed in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof when delivered will constitute be legal, valid and binding agreements and obligations of Grantor, Grantor enforceable against Grantor in accordance with their respective terms, except as enforceability may be (i) limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to the enforcement of creditors' rights generally and (ii) subject to applicable bankruptcy or similar laws affecting creditors’ rights generallythe general effect of general principles of equity. (g) None of the Obligors on any of Grantor's Receivables is a Governmental Authority. (h) The executionUpon the making of all filings and the taking of all other actions necessary to perfect the security interests created hereby, delivery and performance by Grantor of each including without limitation, those actions specified in Section 13 below, this Agreement will create a valid first priority security interest in the Collateral (subject only to Permitted Liens), securing the payment of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of GrantorObligations. (i) No effect on Neither Grantor nor its predecessors has performed any acts which might prevent the Bank Collateral Agent, the Loan Agent or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result Banks from enforcing any of the entering into terms of this Agreement or which would limit the performance of Grantor’s obligations hereunderLoan Agent and the Banks in any such enforcement. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. The Grantor hereby represents Parties represent and warrants warrant to the Secured Party Option Holder as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) thatfollows: (a) Each Grantor is Party has the sole owner power and authority and full legal capacity to enter into and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by each Grantor Party has been duly authorized and this Agreement constitutes a valid and binding obligation of each item Grantor Party enforceable against such Grantor Party in accordance with it terms, subject to the Remedies Exceptions. (b) The Company owns 100% of the Collateral upon which it purports to grant a Security Interest hereunderEquity Interests of each Company Subsidiary, and the Company has good and marketable valid title thereto, to such Equity Interests free and clear of any all Liens, other than transfer restrictions under applicable securities Laws. ▇▇▇▇▇▇▇▇ Broadcasting indirectly owns 100% of the equity interests of the Company and beneficially owns 100% of the Equity Interests of each Company Subsidiary free and clear of all Liens. (bc) No effective security agreement, financing statement, equivalent security Company Subsidiary has issued or lien instrument or continuation statement, financing statement or financing change statement covering all or guaranteed any part outstanding obligation in respect of the Collateral is on file or of record in any public office, other than any such instrument included in the Loan Documents. (c) This Agreement is effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly takenindebtedness for borrowed money. (d) Grantor’s chief executive officeEach Grantor Party is duly organized, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page to this Agreement. (e) Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade name. (f) Grantor is a company with limited liability, duly organized and validly existing and in good standing under the laws of Germanythe jurisdiction of its organization. (e) With respect to each Company Subsidiary, the Equity Interests of such Company Subsidiary constitute all of the outstanding equity interests of such Company Subsidiary and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Other than the Equity Interests, there are no issued, reserved for issuance or outstanding (A) equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary, (B) securities of any Company Subsidiary convertible into or exchangeable for equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary, (C) warrants, calls, options or other rights to acquire from a Company Subsidiary, or other obligations of a Company Subsidiary to issue, any equity interests in, or other voting securities of or other ownership interests in, a Company Subsidiary or securities directly or indirectly convertible into or exercisable or exchangeable for equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary or (D) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any equity interests in, other voting securities of or other ownership interests in any Company Subsidiary. Neither ▇▇▇▇▇▇▇▇ Broadcasting nor the Company holds any equity, securities or other ownership interest of any kind, including warrants or other rights or options to acquire equity, securities or other ownership interests, in any third party other than the Company’s ownership of the Equity Interests and the issued and outstanding equity interests in the other direct or indirect subsidiaries of ▇▇▇▇▇▇▇▇ Broadcasting set forth on Schedule 6(e). (f) The LicenseCo Subsidiaries are the holders of the FCC Licenses and such FCC Licenses are valid and in full force and effect. (g) The Loan Documents to which To the knowledge of the Company, the Grantor is a party, and all other documents, agreements and certificates required hereby or at Parties are not aware of any time hereafter delivered to reason why those of the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, FCC Licenses subject to applicable bankruptcy expiration might not be renewed by the FCC in the ordinary course or similar laws affecting creditors’ rights generallyof any reason why any of the FCC Licenses might be revoked. (h) The executionAll information contained in any pending applications for modification, delivery and performance by Grantor of each extension or renewal of the Loan Documents to which it is a party, and each FCC Licenses or other applications filed with the FCC by any of the transactions contemplated therebyGrantor Parties is true, do not complete and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result accurate in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of Grantorall material respects. (i) No effect on or change The applicable Grantor Party has filed all material returns, reports, and statements that such Grantor Party is required to file with the business of GrantorFCC, taken as a whole, that isthe Federal Aviation Administration, or the Securities and Exchange Commission. There is reasonably likely no action, suit or proceeding pending or, to beGrantor Party’s knowledge, materially adverse to the operations, condition threatened in writing (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result ) against the Grantor Party in respect of the entering into of Stations seeking to enjoin the transactions contemplated by this Agreement and, to Grantor Party’s knowledge, there are no governmental claims or investigations pending or threatened against any Grantor Party in respect of any Station (except those affecting the performance of Grantor’s obligations hereunderbroadcasting industry generally). (j) No actionThere is no litigation, proceeding, suit, investigationclaim, arbitration charge, grievance, or proceeding action by any Person or before any regulatory authority or Governmental Authority is pending, pending or, to the knowledge of Grantorthe Company, threatened against any Grantor Party, or affecting any Station Assets, or any employee, officer or director of any Grantor or its business whichParty (in their capacity as such) that would, individually or in the aggregate, if determined adversely reasonably be expected to be material to the interest operation of Grantor, could have a Material Adverse Effect any Station or which could prevent would otherwise reasonably be expected to materially impair or materially impede delay the consummation of the transactions contemplated by this Agreement. (k) No broker, finder or other person is entitled to a commission, brokerage fee or other similar payment in connection with this Agreement or the transactions contemplated hereby as a result of any agreement or action of any Grantor Party or any other party acting on the behalf of any Grantor Party. (l) Each of the Company Subsidiaries, each of the LicenseCo Subsidiaries, and KRCA is disregarded as an entity separate from the Company within the meaning of Treasury Regulations Section 301.7701-3

Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) thatfollows: (a) Not later than the Effective Date, Grantor shall deliver to the Bank Collateral Agent a completed Perfection Certificate in the form attached hereto as Schedule I. The information set forth therein shall be true and complete. If the Bank Collateral Agent is requested to do so by the Loan Agent, Grantor shall reimburse the Bank Collateral Agent for the cost and expense of obtaining file search reports from each filing office in which financing statements should be filed to perfect the security interest created hereby, evidencing such filing. (b) The principal place of business and chief executive office of the Grantor is located at its address shown on Schedule I or at such other location in any jurisdiction where all actions required by Section 13 shall have been taken. (c) All records concerning Grantor's Receivables and all originals of all chattel paper which evidence Receivables are in the sole owner of each item possession of the Servicer as set forth on Schedule 1, or are at such other location in any jurisdiction where all actions required by Section 13 shall have been taken. (d) Grantor owns the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear of any and all Lien, except for Permitted Liens. (b) No . Except with respect to Permitted Liens, no effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement other instrument similar in effect covering all or any part of the Collateral is or will be on file or of record in any public recording office, other than any such instrument included in the Loan Documents. (c) This Agreement is effective to create except as may be filed in favor of the Secured Party (i) a valid and continuing Security Interest in Bank Collateral Agent for the Collateral, (ii) upon the filing benefit of the appropriate financing statements, a perfected Security Interest in Loan Agent and the Collateral with respect Banks relating to which a Lien this Agreement and except as may be perfected by filing pursuant on file naming the Prior Bank Collateral Agent as secured party (such filed financing statements to be assigned to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Bank Collateral shall have been duly taken. (d) Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name Agent on the signature page to this AgreementEffective Date). (e) Grantor’s full legal name Other than the filings and other actions described herein to perfect the security interests created by this Agreement, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is as set forth in required(i) for the signature page to due execution, delivery and performance of this Agreement andby Grantor, since and the date other documents and instruments executed in connection herewith; (ii) for the grant by Grantor of its formation, Grantor has not maintained any other name the security interests granted hereby; (iii) for the perfection of the security interests granted hereby; or any assumed name or trade name(iv) for the exercise by the Bank Collateral Agent and the Loan Agent and the Banks of their rights and remedies hereunder. (f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany. (g) The Loan Documents to which Grantor is a partyThis Agreement is, and all other documents, agreements documents and certificates required hereby or at any time hereafter delivered to the Secured Party instruments executed in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof when delivered will constitute be legal, valid and binding agreements and obligations of Grantor, Grantor enforceable against Grantor in accordance with their respective terms, except as enforceability may be (i) limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to the enforcement of creditors' rights generally and (ii) subject to applicable bankruptcy or similar laws affecting creditors’ rights generallythe general effect of general principles of equity. (g) None of the Obligors on any of Grantor's Receivables is a Governmental Authority. (h) The executionUpon the making of all filings and the taking of all other actions necessary to perfect the security interests created hereby, delivery and performance by Grantor of each including without limitation, those actions specified in Section 13 below, this Agreement will create a valid first priority security interest in the Collateral (subject only to Permitted Liens), securing the payment of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of GrantorObligations. (i) No effect on Neither Grantor nor its predecessors has performed any acts which might prevent the Bank Collateral Agent, the Loan Agent or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result Banks from enforcing any of the entering into terms of this Agreement or which would limit the performance of Grantor’s obligations hereunderLoan Agent and the Banks in any such enforcement. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. Subject to Grantor’s obligations to the Senior Lender under the Loan Documents, each Grantor hereby represents and warrants warrants, on a joint and several basis, to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) Grantee that: (a) Grantor is a corporation or limited partnership, validly existing under the laws of the state of its jurisdiction or incorporation or organization, as applicable. Grantor has the requisite power and all necessary governmental authority to conduct its business as currently being conducted. Grantor shall not change its taxpayer identification number, jurisdiction of incorporation or chief executive office, principal place of business or remove or cause to be removed, the records concerning the Collateral from the premises where such records are currently maintained without thirty (30) days’ prior written notice to Grantee. (b) Except for the security interest granted to Grantee under this Security Agreement and the Permitted Liens, Grantor is the sole legal and equitable owner of or, has the power to transfer each item of the Collateral upon in which it purports to grant a Security Interest security interest hereunder, and has having good and marketable title thereto, free and clear of any and all Liens. (bc) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public officeexists, other than any except such instrument included in the Loan Documents. (c) This Agreement is effective to create as may have been filed by Grantor in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing Grantee pursuant to the Codethis Security Agreement, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect except such Security Interest on each item of the Collateral shall as may have been duly takenor shall be filed in connection with the Permitted Liens. (d) GrantorThis Security Agreement creates a legal and valid security interest on and in all of the Collateral in which Grantor now has rights and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. Accordingly, Grantor has undertaken all necessary action required by it to create a fully perfected security interest for the benefit of Grantee in all of the Collateral in which such Grantor now has rights, subject only to the Permitted Liens. This Security Agreement will create a legal and valid and fully perfected security interest in the Collateral in which Grantor later acquires rights, when Grantor acquires those rights, subject only to the Permitted Liens and any additional filings to be made by Grantee as may be necessary to perfect Grantee’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page to this Agreementsecurity interest in subsequent ownership rights. (e) Grantor’s full legal name The Collateral is as presently located at such address(es) set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade nameon Schedule B attached hereto. (f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany. (g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally. (h) The execution, delivery and performance by Grantor of each of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result of the entering into of this Agreement or the performance of Grantor’s obligations hereunder. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as follows as of the Issue Date (it being agreed by Grantor that all the representations date hereof and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance date of any additional bonds each Transfer of Collateral by Grantor to the Specific Series) thatTrust: (a) Grantor is the sole owner The execution, delivery and performance by it of each item this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under any material provision of applicable law or regulation or of the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear certificate of incorporation or bylaws of Grantor or of any and all Liensmaterial agreement, judgment, injunction, order, decree or other instrument binding upon it. (b) This Agreement constitutes a valid and binding agreement or obligation of the Grantor. (c) Grantor has not performed any acts which would prevent the Collateral Trustee from enforcing against Grantor any of the terms of this Agreement or which would limit the Collateral Trustee in any such enforcement, except as expressly provided in this Agreement. No effective security agreement, financing statement, security agreement or similar or equivalent security document or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral owned by Grantor is on file or of record in any public office, other than any jurisdiction in which such instrument included in the Loan Documents. (c) This Agreement is filing or recording would be effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which perfect a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect on such Security Interest on each item of the Collateral shall have been duly takenCollateral. (d) Grantor’s chief executive officeGrantor has the power to grant a security interest in and lien on any property it Transfers to Collateral Trustee for the Collateral Trust Estate and has taken all necessary actions to authorize the granting of that security interest and lien. (e) Grantor is the sole owner of or otherwise has the right to Transfer any property it Transfers to Collateral Trustee for the Collateral Trust Estate hereunder, principal place free and clear of businessany security interest, lien, encumbrance or other restrictions other than the security interest and place where it keeps its accounting records is set forth lien granted under Grantor’s name on the signature page to this Agreement. (ef) Grantor’s full legal name is as set forth Upon the Transfer of any property to the Collateral Trust for the Collateral Trust Estate hereunder, the Collateral Trustee on behalf of all Beneficiaries will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Collateral Trustee involved in the signature page to this Agreement and, since Transfer of that Collateral gives the date notices and takes the action required of its formation, Grantor has not maintained any other name or any assumed name or trade name. (f) Grantor is a company with limited liability, duly organized and existing and in good standing it under the laws applicable law for perfection of Germanythat interest). (g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally. (h) The execution, delivery and performance by Grantor of each of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and its obligations under this Agreement will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach the creation of any security interest, lien or constitute (with or without notice or lapse of time or both) a default or event of default other encumbrance on the Collateral Trust Estate other than the security interest and lien granted under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result of the entering into of this Agreement or the performance of Grantor’s obligations hereunder. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as follows as of the Issue Date (it being agreed by Grantor that all the representations date hereof and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance date of any additional bonds each Transfer of Collateral by Grantor to the Specific Series) thatTrust: (a) Grantor is the sole owner The execution, delivery and performance by it of each item this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under any material provision of applicable law or regulation or of the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear certificate of incorporation or bylaws of Grantor or of any and all Liensmaterial agreement, judgment, injunction, order, decree or other instrument binding upon it. (b) This Agreement constitutes a valid and binding agreement or obligation of the Grantor. (c) Grantor has not performed any acts which would prevent the Collateral Trustee from enforcing against Grantor any of the terms of this Agreement or which would limit the Collateral Trustee in any such enforcement, except as expressly provided in this Agreement. No effective security agreement, financing statement, security agreement or similar or equivalent security document or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral owned by Grantor is on file or of record in any public office, other than any jurisdiction in which such instrument included in the Loan Documents. (c) This Agreement is filing or recording would be effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which perfect a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect on such Security Interest on each item of the Collateral shall have been duly takenCollateral. (d) Grantor’s chief executive officeGrantor has the power to grant a security interest in and lien on any property it Transfers to Collateral Trustee for the Collateral Trust Estate and has taken all necessary actions to authorize the granting of that security interest and lien. (e) Grantor is the sole owner of or otherwise has the right to Transfer any property it Transfers to Collateral Trustee for the Collateral Trust Estate hereunder, principal place free and clear of businessany security interest, lien, encumbrance or other restrictions other than the security interest and place where it keeps its accounting records is set forth lien granted under Grantor’s name on the signature page to this Agreement. (ef) Grantor’s full legal name is as set forth Upon the Transfer of any property to the Collateral Trust for the Collateral Trust Estate hereunder, the Collateral Trustee on behalf of all Beneficiaries will have a valid and perfected first priority Security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Collateral Trustee involved in the signature page to this Agreement and, since Transfer of that Collateral gives the date notices and takes the action required of its formation, Grantor has not maintained any other name or any assumed name or trade name. (f) Grantor is a company with limited liability, duly organized and existing and in good standing it under the laws applicable law for perfection of Germanythat interest). (g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally. (h) The execution, delivery and performance by Grantor of each of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and its obligations under this Agreement will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach the creation of any security interest, lien or constitute (with or without notice or lapse of time or both) a default or event of default other encumbrance on the Collateral Trust Estate other than the security interest and lien granted under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result of the entering into of this Agreement or the performance of Grantor’s obligations hereunder. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as of the Issue Effective Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) that: (a) Grantor is the sole owner of each item of the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear of any and all Liens. (b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public office, other than any such instrument included in the Loan Documents. (c) This Agreement is effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly taken. (d) Grantor▇▇▇▇▇▇▇’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor▇▇▇▇▇▇▇’s name on the signature page to this Agreement. (e) Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade name. (f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany. (g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Grantor, enforceable against Grantor in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally. (h) The execution, delivery and performance by Grantor of each of the Loan Documents to which it is a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate any of Grantor’s organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default or event of default under any requirements of law or any contractual obligation of Grantor. (i) No effect on or change to the business of Grantor, taken as a whole, that is, or is reasonably likely to be, materially adverse to the operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), prospects, cash flow, income or business operations of such business (a “Material Adverse Effect”), taken as a whole, has occurred or shall occur as a result of the entering into of this Agreement or the performance of Grantor’s obligations hereunder. (j) No action, suit, investigation, arbitration or proceeding by any Person or before any regulatory authority or Governmental Authority is pending, or, to the knowledge of Grantor, threatened against or affecting Grantor or its business which, individually or in the aggregate, if determined adversely to the interest of Grantor, could have a Material Adverse Effect or which could prevent or materially impede the consummation of the transactions contemplated by this Agreement.