all royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of Hydrocarbon production created or in existence as of the Effective Time, provided that such matters are properly recorded and do not operate to reduce the Net Revenue Interests of Seller below those set forth in [Exhibit B] or increase the Working Interests of Seller above those set forth in [Exhibit B] without a corresponding increase in the Net Revenue Interests;

and occupation of the surface of and the subsurface depths under the Subject Interests, and # all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest;

Cause 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than any Excluded Property or any Excluded Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens), and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries to perfect such Liens, Organization Documents and resolutions all in form, content and scope reasonably satisfactory to the Administrative Agent;

SUCCESSOR INTERESTS. The terms of this Note, the Aircraft Security Agreement, and the Related Documents shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and Lender's successors and assigns.

Security Interests. Except as otherwise permitted herein, the Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement or Permitted Liens) on any Collateral, whether now existing or hereafter transferred hereunder, or any interest therein. The Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement or Permitted Liens) on any Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under the Collateral against all claims of third parties (other than Permitted Liens).

Security Interests. The Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any portion of the Collateral, whether now existing or hereafter transferred hereunder, or any interest therein, and the Borrower will not sell, pledge, assign or suffer to exist any Lien on its interest, if any, hereunder. The Borrower will promptly notify the Administrative Agent and each Lender of the existence of any Lien on any portion of the Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent in, to and under such Collateral, against all claims of third parties; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Borrower from suffering to exist Permitted Liens upon any portion of the Collateral.

Security Interests. The Servicer shall, at the direction of the Borrower, the Administrative Agent or a Lender, take any action reasonably necessary to preserve and protect the security interests of the Borrower and the Secured Parties in the Receivables and the other Collateral, including any action specified in any Opinion of Counsel delivered to the Servicer.

Equity Interests. The authorized and outstanding Equity Interests of each Credit Party, and each legal and beneficial holder thereof as of the Closing Date (other than with respect to GLDD), are as set forth on [Schedule 5.24(a)] hereto. All of the Equity Interests of each Credit Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on [Schedule 5.24(b)], there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Credit Party or any of the shareholders of any Credit Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Credit Parties. Except as set forth on [Schedule 5.24(c)], Credit Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each issuer of Pledged Equity Interest Collateral (collectively, the “Disclosure Parties”), and each legal and beneficial holder thereof as of the Closing Date, are as set forth on [Schedule 5.22(a)] hereto (as such Schedule may be updated from time to time in accordance with this Agreement). All of the Equity Interests of each Disclosure Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on [Schedule 5.22(b)] (as such Schedule may be updated from time to time in accordance with this Agreement), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Disclosure Party or any of the shareholders of any Disclosure Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Disclosure Parties. Except as set forth on [Schedule 5.22(c)] (as such Schedule may be updated from time to time in accordance with this Agreement), Disclosure Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. Cause # 100% of the issued and outstanding Equity Interests of each Wholly-Owned Domestic Subsidiary (other than a Foreign Holdco, an Immaterial Wholly-Owned Domestic Subsidiary, any Captive Insurance Subsidiary, Central Parking Finance Trust or APCOA Bradley) and # 65% of the issued and outstanding Equity Interests in each Foreign Subsidiary that is a Wholly-Owned Subsidiary (other than any Immaterial Subsidiary) or Foreign Holdco that is a Wholly-Owned Subsidiary (other than any Immaterial Subsidiary), in each case, directly owned by any Loan Party to be subject at all times to a first priority (subject to Permitted Liens), perfected Lien in favor of the Administrative Agent to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in writing, including any filings and deliveries necessary to perfect such Liens and favorable opinions of counsel, all in form and substance reasonably satisfactory to the Administrative Agent.