Common use of Collateral Security Clause in Contracts

Collateral Security. (a) On the Issue Date, the Company shall (i) enter into the Pledge Agreement and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged by the Company to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee).

Collateral Security. (a) On The indebtedness, liabilities and obligations of the Issue DateBorrower under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Company shall (i) enter into obligations secured by the Pledge Agreement security interests, liens and encumbrances created by the Collateral Security Documents delivered to Administrative Agent and Administrative Agent and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior Banks are entitled to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and collateral security granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loan, the Securities. The Pledged Securities shall be pledged by termination of the Company to Commitment or the occurrence of the Final Maturity Date, the Collateral Agent for shall continue to secure the benefit of the Trustee indebtedness, liabilities and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company Borrower under this Indenture Section 2A until all Letters of Credit shall have expired and the Securitiesall indebtedness, a valid, enforceable liabilities and perfected first priority Lien obligations under this Section 2A shall have been paid in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liensfull. (c) The release of any portion On the termination of the Pledged Securities pursuant Commitment, the Final Maturity Date and the occurrence of an Event of Default, Required Banks may require (and in the case of an Event of Default occurring under Paragraph 9.1(k) it shall be required automatically) that the Borrower deliver to Administrative Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Pledge Agreement will not be deemed date of delivery (discounted in accordance with customary banking practice to impair the security under this Indenture present value to determine amount) in contravention an amount equal at all times to one hundred ten percent (110%) of the provisions hereof if outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the extent the Pledged Securities are released pursuant constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to this Indenturebe and has not been deposited, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Administrative Agent on behalf of Banks shall cause TIA Section 314(d) relating be entitled to the release of property or securities from the Lien and security interest liquidate such of the Pledge Agreement and relating other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Administrative Agent and invested and reinvested at the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent expense and the Trustee maywritten direction of the Borrower, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On The indebtedness, liabilities and obligations of Borrower under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Issue Dateobligations secured by the security interests, liens and encumbrances created by the Company shall (i) enter into the Pledge Agreement Collateral, and Agent and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior Banks are entitled to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and Collateral granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loan, the Securities. The Pledged Securities shall be pledged by termination of the Company to Commitments or the occurrence of the Termination Date, the Collateral Agent for shall continue to secure the benefit indebtedness, liabilities and obligations of the Trustee and the ratable benefit Borrower under this Section 2A until all Letters of the Holders and Credit shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any have expired and all actions reasonably required to create indebtedness, liabilities and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien Section 2A shall have been paid in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liensfull. (c) The release of any portion On the termination of the Pledged Securities pursuant Revolving Commitment or the occurrence of an Event of Default, Required Banks may require (and in the case of an Event of Default occurring under Paragraph 8.1(i) it shall be required automatically) that Borrower deliver to Agent cash or U.S. Treasury Bills with maturities of not more than 90 days from the Pledge Agreement will not be deemed date of delivery (discounted in accordance with customary banking practice to impair the security under this Indenture present value to determine amount) in contravention an amount equal at all times to one hundred ten percent (110%) of the provisions hereof if outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the extent the Pledged Securities are released pursuant constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to this Indenturebe and has not been deposited, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Agent on behalf of Banks shall cause TIA Section 314(d) relating be entitled to the release of property or securities from the Lien and security interest liquidate such of the Pledge Agreement and relating other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Agent and invested and reinvested at the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent expense and the Trustee maywritten direction of Borrower, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On To secure the Issue Dateperformance by Borrower and the Guarantors of their obligations hereunder, and under the Company Note and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower and the Guarantors shall (i) enter into contemporaneously with or prior to the Pledge execution of this Agreement and the Control Agreement Notes, grant and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior assign to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full Banks a first and prior Lien on the Rigs, together with an assignment of the first six scheduled interest payments due insurance covering such Rigs, the charter hire, drilling contract earnings and revenues of the Rigs. All agreements and obligations arising out of Rate Management Transactions between Borrower and the Banks or their Affiliates shall be secured by the Collateral and paid on a pari passu basis with the Securitiesindebtedness and obligations of Borrower under this Agreement and the other Loan Documents. The Pledged Securities shall be pledged by Rigs and other collateral in which Borrower and the Company Guarantors have herewith granted or hereafter grant to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders Banks a first and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant prior Lien (to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms satisfaction of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged SecuritiesAgent) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreementthis Section 6, as such properties and interests are from time to time constituted, so as are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and the Guarantors shall be pursuant to render the same available for the security Security Instruments in form and benefit of this Indenture and of the Securities secured hereby, according substance reasonably satisfactory to the intent Agent. Borrower and purposes herein and therein expressed. The Company shall take, or the Guarantors will cause to be takenexecuted and delivered to the Agent, upon request in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' Liens in the Collateral or any part thereof. In addition to the granting of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior Liens referred to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indentureabove, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Borrower shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to also (i) enforce any grant to the Banks a negative pledge on all of the terms of the Pledge Agreement and the Control Agreement its other assets and (ii) collect and receive any and all amounts payable in respect of provide the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)Guaranties.

Collateral Security. (a) On As collateral security for the Issue Date, Borrower’s obligations to the Company shall (i) enter into the Pledge Bank under this Agreement and the Control Agreement and thereafter comply Letters of Credit (the “Secured Obligations”), the Borrower shall, on or prior to the date of this Agreement, deposit or cause to be deposited with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (Bank or an affiliate thereof as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged directed by the Company to the Collateral Agent for the benefit of the Trustee Bank, ONE HUNDRED FIFTY-TWO MILLION ONE HUNDRED NINETY-THREE THOUSAND FIVE HUNDRED SEVENTY-ONE and the ratable benefit of the Holders and 00/100 Dollars ($152,193,571) in cash, which amount shall be held by the Bank or such affiliate in an interest bearing cash collateral account(s) established with the Bank, which shall include, but shall not be limited to, Blackrock Account No. 25497 titled “PNC Bank, National Association, Pledgee f/b/o Consol Energy, Inc.” (the “Cash Collateral Agent Account”). This initial funding of the Cash Collateral Account shall serve as the collateral security for the Letters of Credit that are deemed to be issued hereunder and are set forth on Schedule 1(a)(iv). Thereafter, prior to the requested issuance of any Letter of Credit by the Bank hereunder or prior to the requested transfer of a Credit Agreement LOC to this Agreement (which Credit Agreement LOC shall be deemed to be issued hereunder), Borrower shall be required, as a condition precedent to the issuance of such Letter of Credit, to deposit an amount equal to 102.5% of the face amount of such requested Letter of Credit into the Cash Collateral Account. The Cash Collateral Account shall always equal or exceed 102.5% of the aggregate amount of all of the Letters of Credit issued hereunder. In the event and to the extent of any insufficiency, the Borrower shall, upon the request of the Bank, deposit an additional amount into the Cash Collateral Account so that the balance in the Pledge Cash Collateral Account pending disposition pursuant shall equal 102.5% of the aggregate amount of all of the Letters of Credit. The Bank shall have sole dominion and control over all funds in the Cash Collateral Account and such funds may be withdrawn only by the Bank. The Borrower shall have no control over or withdrawal rights in respect of the Cash Collateral Account. Except as otherwise provided herein, the Bank may, in its discretion, release to the Borrower from time to time all or any part of the funds deposited in the Cash Collateral Account, but the Bank shall have the right at any time to apply all or any part of the funds on deposit in the Cash Collateral Account to the payment of such portion of the Secured Obligations as may then be due and payable, whether on account of principal or interest or otherwise as the Bank in its discretion may elect, until all of the Borrower’s Secured Obligations are paid in full. Notwithstanding the foregoing, any time that the amount in the Cash Collateral Account exceeds 102.5% of the the aggregate amount of all of the Letters of Credit issued and outstanding, the Borrower may make written request to the Bank and the Bank shall release all or any portion, as requested by Borrower, of the amount in the Cash Collateral Account that is in excess of 102.5% of the the aggregate amount of all of the Letters of Credit issued and outstanding; provided, however, that if any Letters of Credit are subsequently requested the Borrower understands that, as a condition precedent to the issuance of such Letter of Credit, the Borrower shall be required to deposit an amount equal to 102.5% of the face amount of such requested Letter of Credit into the Cash Collateral Account in accordance with the foregoing provisions. The Borrower hereby grants to the Bank a lien and security interest in and to the Cash Collateral Account, as more particularly set forth in that certain Pledge Agreement dated as of even date herewith between the Borrower and the Bank, as the same may be amended, modified, supplemented or replaced from time to time (the “Pledge Agreement”) granting the Bank a first priority perfected lien on the Borrower’s interest in and to the Cash Collateral Account and all UCC-1 financing statements executed and filed with respect thereto which security interest shall be prior and superior to all liens to the full extent permitted by law. (b) Each HolderIn the event any additional shares are issued to the Borrower as a stock dividend or in lieu of interest on any of the Cash Collateral Account, as a result of any split of any of the investment property or security entitlements set forth in the Cash Collateral Account, by its acceptance of a Securityreclassification or otherwise, consents and agrees any certificates evidencing any such additional shares will be immediately delivered to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure Bank and release of the Pledged Securities) and the Control Agreement as either such agreement may shares will be in effect or may be amended from time subject to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions a part of the Pledge Agreement and the Control Agreement, to assure and confirm Cash Collateral Account to the Collateral Agent and same extent as the Trustee the original investment property or security interest entitlements set forth in the Pledged Securities contemplated hereby, by Cash Collateral Account. At any time after the Pledge Agreement or by the Control Agreement or any part occurrence of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit an Event of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this IndentureDefault, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person Bank shall be an independent engineerentitled to retain in the Cash Collateral Account all cash or stock dividends, appraiser interest and premiums declared or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance paid in connection with the foregoing provisions, the appropriate statements contained in such instrumentsCash Collateral Account. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee).

Collateral Security. As security for the repayment of Loans and for the payment of interest thereon and all other Customer obligations to Bank arising hereunder or pursuant to any other extensions of credit by Bank to Customer, Customer hereby grants Bank a security interest in any and all Securities which may now or hereafter be held in the Account, any and all cash balances now or hereafter deposited in the Account and such other collateral pledged to Bank by Customer pursuant to Sections 3.01 or 3.02 hereof, as shall be satisfactory to Bank (a) On the Issue Datecollectively, the Company "Collateral"). Bank shall (i) enter into be entitled to its rights as a pledgee under common law and as a secured party under Articles 8 and 9 of the Pledge Agreement New York Uniform Commercial Code and any and all other applicable laws and/or regulations as then in effect with respect to the Control Agreement Collateral. Notwithstanding the interest of any other party in the Collateral, whether arising from transactions with Customer in Securities or from any other circumstances, Bank shall have a first and thereafter comply with prior lien on the terms Collateral. Customer hereby grants Bank the right to foreclose upon and provisions liquidate the Collateral upon the occurrence of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale an Event of Option Securities Default (as defined in the Pledge AgreementArticle IV)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities transfer of any Security from the Account to any Segregated Account or other account on Bank's books (whether or not such account is in Customer's name) pursuant to Instructions shall be pledged by the Company to the Collateral Agent for the benefit of the Trustee conditional and the ratable benefit of the Holders and such Security shall be deemed to be held by the Collateral Agent in the Pledge Account pending disposition pursuant for all purposes hereunder and subject to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated herebyfavor of Bank until Bank determines it has no loans, by the Pledge Agreement overdrafts or by the Control Agreement losses on its books for Customer (or any part of any until Bank has received satisfactory collateral for all such agreementloans, as from time overdrafts or losses), all money payments are final and irreversible pursuant to time constituted, so as to render the same available for the security and benefit of this Indenture and Article 4A of the Securities secured herebyUCC and Regulation J, according to the intent and purposes herein Bank approves such transfer by making appropriate entries evidencing such approval promptly on Bank's books and therein expressedrecords. The Company Bank making such entries on its books and records shall take, or cause to be taken, upon request of constitute the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required sole means by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that which such certificate or opinion be made by an independent Person, which Person approval shall be an independent engineer, appraiser or other expert selected by the Companygiven and such transfer shall become effective. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee).

Collateral Security. (a) On the Issue Date, the Company shall (i) enter into the Pledge Agreement Maker's obligation to pay amounts due under this Promissory Note and the Control Agreement and thereafter comply with Promissory Note issued to Thomson Kernaghan & Co. Ltd. are secured by the terms and provisions of each such agreements and collateral identified on Schedule A hereto (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement"Collateral")) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged by the Company Collateral is to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to escrow for that purpose under the terms of an Escrow Agreement by and among Maker, Lenders and Wuersch & ▇▇▇▇▇▇ LLP, Attorneys At Law, as escrow agent. Payee's entitlement to foreclose on the Pledge collateral is governed by the terms of this Promissory Note and such Escrow Agreement (includingof even date herewith relating to the Collateral. The Maker represents and warrants that this Promissory Note, without limitation, together with the provisions providing for foreclosure and release taking by the Payee of possession of the Pledged Securities) Collateral with respect hereto, creates a valid first priority lien and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated Collateral, enforceable against the Maker and all third parties, and validly secures the payment of the secured obligations. Maker represents and warrants that it has good and marketable title to and will at all times keep the Collateral free of all liens and encumbrances, except for the security interest created hereby, by and the Pledge Agreement Maker has made no other assignment, transfer, conveyance, pledge or by grant of a security interest in the Control Agreement Collateral. The Maker shall not, without the prior written consent of the Payee, which will not be unreasonably withheld or delayed, sell, convey, assign, pledge, grant a security interest in or otherwise transfer or encumber all or any part of the Collateral. Maker covenants it shall not cause the issuance of any such agreement, as from time to time constituted, so as to render additional securities in the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request issuer of the Collateral Agent other than those issued and outstanding as of execution hereof. Maker will duly endorse, in blank, each and every instrument constituting the Collateral by signing on said instrument or by signing a separate assignment or other documents of transfer, if required by the TrusteePayee, and will at any and all actions reasonably required time or times hereafter perform such other acts as the Payee may request to create and establish, maintain, as perfect and enforce the Payee's security for interest in the obligations of the Company Collateral and rights under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other LiensPromissory Note. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee).

Collateral Security. (a) On The indebtedness, liabilities and obligations of Borrowers under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Issue Dateobligations secured by the security interests, liens and encumbrances created by the Company shall (i) enter into the Pledge Agreement Collateral Security Documents delivered to Agent by Borrowers, and Agent and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior Lenders are entitled to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and collateral security granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loan, the Securities. The Pledged Securities shall be pledged by termination of the Company to Commitment or the occurrence of the Termination Date, the Collateral Agent for shall continue to secure the benefit indebtedness, liabilities and obligations of the Trustee and the ratable benefit Borrowers under this Section 2A until all Letters of the Holders and Credit shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any have expired and all actions reasonably required to create indebtedness, liabilities and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien Section 2A shall have been paid in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liensfull. (c) The release of any portion On the termination of the Pledged Securities pursuant Commitment or the occurrence of an Event of Default, Required Lenders may require (and in the case of an Event of Default occurring under Paragraph 8.1(k) it shall be required automatically) that Borrowers deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Pledge Agreement will not be deemed date of delivery (discounted in accordance with customary banking practice to impair the security under this Indenture present value to determine amount) in contravention an amount equal at all times to one hundred ten percent (110%) of the provisions hereof if outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the extent the Pledged Securities are released pursuant constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to this Indenturebe and has not been deposited, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Agent on behalf of Lenders shall cause TIA Section 314(d) relating be entitled to the release of property or securities from the Lien and security interest liquidate such of the Pledge Agreement and relating other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Agent and invested and reinvested at the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent expense and the Trustee maywritten direction of Borrower, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On The indebtedness, liabilities and obligations of Borrower under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Issue Dateobligations secured by the security interests, liens and encumbrances created by the Company shall (i) enter into the Pledge Agreement Collateral Security Documents delivered to Agent by Borrower, and Agent and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior Lenders are entitled to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and collateral security granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loans, the Securities. The Pledged Securities termination of the Revolving Credit Commitment or the occurrence of the Termination Date, unless and until Borrower shall be pledged have provided the collateral in the form of cash or U.S. Treasury bills as required by the Company to subparagraph (c) below, the Collateral Agent for shall continue to secure the benefit indebtedness, liabilities and obligations of the Trustee and the ratable benefit Borrower under this Section 2A until all Letters of the Holders and Credit shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any have expired and all actions reasonably required to create indebtedness, liabilities and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien Section 2A shall have been paid in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liensfull. (c) The release of any portion On the termination of the Pledged Securities pursuant Revolving Credit Commitment or the occurrence of an Event of Default, Required Lenders may require (and in the case of an Event of Default occurring under Paragraph 7.1(j) it shall be required automatically) that Borrower deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Pledge Agreement will not be deemed date of delivery (discounted in accordance with customary banking practice to impair the security under this Indenture present value to determine amount) in contravention an amount equal at all times to one hundred ten percent (110%) of the provisions hereof if outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the extent the Pledged Securities are released pursuant constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to this Indenturebe and has not been deposited, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Agent on behalf of Lenders shall cause TIA Section 314(d) relating be entitled to the release of property or securities from the Lien and security interest liquidate such of the Pledge Agreement and relating other collateral for the Loans (if any) as is necessary or appropriate in its sole judgment so as to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Agent and invested and reinvested at the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent expense and the Trustee maywritten direction of Borrower, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On the Issue DateThe indebtedness, the Company shall (i) enter into the Pledge Agreement liabilities and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged by the Company to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered to Agent, and Agent and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for Banks are entitled to the benefit of the Trustee and collateral security granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit payment in full of all the Loans made under the Commitment, the termination of the HoldersCommitment or the occurrence of the Termination Date, superior the Collateral shall continue to secure the indebtedness, liabilities and prior to obligations of the rights Company under this Section 2A until all Letters of third Persons Credit shall have expired and subject to no other Liensall indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The release On the Termination Date and the occurrence of any portion an Event of Default, Required Banks may require (and in the case of an Event of Default occurring under Section 7.7 it shall be required automatically) that the Company deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the Pledged Securities pursuant outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the Pledge Agreement will constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Banks shall be deemed entitled to impair the security under this Indenture in contravention liquidate such of the provisions hereof other collateral for the Loan (if and any) as is necessary or appropriate in its sole judgment so as to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Agent and invested and reinvested at the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent expense and the Trustee maywritten direction of the Company, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On The indebtedness, liabilities and obligations of Borrowers under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Issue Dateobligations secured by the security interests, liens and encumbrances created by the Company shall (i) enter into the Pledge Agreement Collateral Security Documents delivered to Agent by Borrowers, and Agent and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior Lenders are entitled to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and collateral security granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loan, the Securities. The Pledged Securities shall be pledged by termination of the Company to Commitment or the occurrence of the Termination Date, the Collateral Agent for shall continue to secure the benefit indebtedness, liabilities and obligations of the Trustee and the ratable benefit Borrowers under this Section 2A until all Letters of the Holders and Credit shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any have expired and all actions reasonably required to create indebtedness, liabilities and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien Section 2A shall have been paid in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liensfull. (c) The release of any portion On the termination of the Pledged Securities pursuant Commitment or the occurrence of an Event of Default, Required Lenders may require (and in the case of an Event of Default occurring under Paragraph 8.1(j) it shall be required automatically) that Borrowers deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Pledge Agreement will not be deemed date of delivery (discounted in accordance with customary banking practice to impair the security under this Indenture present value to determine amount) in contravention an amount equal at all times to one hundred ten percent (110%) of the provisions hereof if outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the extent the Pledged Securities are released pursuant constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to this Indenturebe and has not been deposited, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Agent on behalf of Lenders shall cause TIA Section 314(d) relating be entitled to the release of property or securities from the Lien and security interest liquidate such of the Pledge Agreement and relating other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Agent and invested and reinvested, at the Trustee may accept, to the extent permitted by Sections 4.4 reasonable and 7.6 as conclusive evidence customary expense of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee mayBorrower, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On the Issue Date, the Company shall (i) enter into The Issuer owns and will own each item that it pledges as Collateral or Bear Cross Collateral, as the Pledge Agreement case may be,, free and the Control Agreement clear of any and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged by the Company to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement all Liens (including, without limitation, any tax liens), other than Liens created pursuant to the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be Indenture. No security agreement, financing statement or other public notice similar in effect or may be amended from time with respect to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of the Collateral or the Bear Cross Collateral is or will be on file or of record in any public office or authorized by the Issuer, except (A) such agreementas have been or may hereinafter be filed with respect to the Collateral or the Bear Cross Collateral pursuant to the Basic Documents, and (B) such as shall be terminated as to the Collateral or the Bear Cross Collateral no later than concurrently with the pledge of such Collateral or Bear Cross Collateral under the Indenture. (A) Granting Clause I of the Indenture is effective to create, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as collateral security for the obligations of the Company under this Indenture Notes and the Securitiesother obligations to the Class A Note Purchaser, a valid, valid and enforceable and perfected first priority Lien in and on all the Pledged Securities, Collateral in favor of the Collateral Agent Trustee for the benefit of the Trustee Note Purchasers and the ratable Noteholders; and (B) Granting Clause III of the Indenture is effective to create, as collateral security for the Class B notes issued under the UBS Indenture and the other obligations to the Class B note purchasers under the UBS Basic Documents, a valid and enforceable Lien on the Bear Cross Collateral in favor of the UBS Indenture Trustee for the benefit of the HoldersClass B note purchasers and the Class B noteholders under the UBS Basic Documents, superior to and prior in each case, subject to the rights of third Persons and subject to no other LiensIntercreditor Agreements. (ciii) The release of any portion of the Pledged Securities Liens created pursuant to the Pledge Agreement will not be deemed to impair Indenture (a) constitute a perfected security interest in the security under this Indenture Collateral in contravention favor of the provisions hereof if Trustee for the benefit of the Note Purchasers and the Noteholders, subject to the extent Intercreditor Agreement, (b) constitute a perfected security interest in the Pledged Securities Bear Cross Collateral in favor of the UBS Indenture Trustee for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents, subject to the Intercreditor Agreement, (c) are released pursuant prior to this Indentureall other Liens of all other Persons that may be perfected by filing a financing statement under Article 9 of the Uniform Commercial Code (other than, in the case of the Bear Cross Collateral, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest created by Granting Clause I of the Pledge Agreement Indenture) and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that are enforceable as such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or as against all other expert selected by the CompanyPersons. (div) The Company shall cause TIA Section 314(b), relating Upon delivery of Contracts evidencing the Receivables to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with Section 2.1(a) of the Pledge Agreement Sale and Servicing Agreement, the Lien created pursuant to the Indenture will constitute a perfected security interest in such Contracts in favor of the Trustee for the benefit of the Note Purchasers and the Control AgreementNoteholders, necessary or appropriate in order which Lien will be prior to (i) enforce any all other Liens of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order Persons that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, perfected by possession of such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests Contracts under Article 9 of the Holders, the Collateral Agent or of the Trustee)Uniform Commercial Code and which Lien is enforceable as such as against all other Persons.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) On the Issue Date, the Company The Borrower shall (i) enter into the Pledge have duly executed and delivered a Security Agreement and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge form of Exhibit G hereto (the "Security Agreement")) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged by the Company to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, The Borrower shall have furnished the Guaranties duly executed and delivered by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other LiensMarriott. (c) The release of any portion Borrower shall have assigned to the Original Lenders, all rights of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) Borrower relating to the release Hotel under the Management Agreement pursuant to an agreement of property or securities from assignment ( the Lien "Management Agreement Assignment"), duly executed and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected delivered by the CompanyBorrower and the Manager in the form of Exhibit H hereto. (d) The Company Borrower shall cause TIA Section 314(bhave assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), relating to opinions duly executed and delivered by the Borrower and Marriott in the form of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instrumentsExhibit I hereto. (e) The Collateral Agent General Partner and the Trustee mayMarriott shall each have subordinated repayment of any loan advances and interest thereon and, in their sole discretion and without the consent case of the HoldersGeneral Partner, on behalf capital contributions at any time made by the General Partner to the Borrower to the prior payment of the HoldersLoan, take and shall have assigned to the Original Lenders the right to repayment of any and all reasonable actions such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in accordance with the Pledge form attached hereto as Exhibit J (the "Subordination Agreement."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the Control Agreementother collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, necessary documents and instruments as the Lenders or appropriate in order their counsel may request to (i) enforce further evidence, perfect and preserve any of the terms of collateral security for the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable Borrower's obligations provided for in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)this Section 4.2.

Collateral Security. (a) On the Issue Date, the Company shall (i) enter into the Pledge To secure performance by Borrower of its obligations under this Agreement and the Control Notes, Borrower and Guarantors shall grant to Agent in its capacity as such Agent under this Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders Lenders hereunder, a first priority security interest in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide and Lien (and only Lien, except for payment in full Permitted Liens) on certain of the first six scheduled interest payments due Oil and Gas Properties of Borrower and Guarantors as may be selected by Agent, in its capacity as such Agent under this Agreement, and the oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil or gas purchase contracts (now existing or hereafter arising) relating to such Oil and Gas Properties and in related personal properties, fixtures and other properties, as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and other documents to be executed by Borrower and Guarantors and delivered to or on the Securities. The Pledged Securities shall be pledged by the Company to the Collateral behalf of Agent, in its capacity as such Agent under this Agreement for the benefit of the Trustee and the ratable benefit of the Holders Lenders. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Lenders or an Affiliate of any of Lenders shall be held secured by the Collateral Agent in covering the Pledge Account pending disposition Oil and Gas Properties on a pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Lenders, or an Affiliate of any Lender, are entered into, and pursuant to this provision become secured by the Pledge Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether Lender involved in such agreement ceases to be a Lender under this Agreement. . All Oil and Gas Properties and other collateral in which Borrower and Guarantors grant or hereafter grant to Agent for the ratable benefit of Lenders, a first and prior Lien (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms satisfaction of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged SecuritiesAgent) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreementthis Section 6, as such properties and interests are from time to time constituted, so as are hereinafter collectively called the “Collateral”. (b) The granting and assigning of such security interests and Liens by Borrower and Guarantors shall be pursuant to render Collateral Documents in form and substance reasonably satisfactory to Agent. Concurrently with the same available for the security and benefit delivery of this Indenture and each of the Securities secured herebyCollateral Documents or within a reasonable time thereafter, according Borrower and Guarantors shall have furnished or caused to be furnished to Agent mortgage and title opinions and other title information reasonably satisfactory to Agent with respect to the intent title and purposes herein Lien status of Borrower’s and therein expressedGuarantors’ interests in not less than 75% of the Engineered Value of the mortgaged Borrowing Base Properties. The Company “Engineered Value” for this purpose shall take, or mean future net revenues discounted at the discount rate being used by Agent as of the date of any such determination utilizing the pricing parameters used in the engineering report furnished to Agent pursuant to Sections 7 and 12 hereof. Borrower will cause to be takenexecuted and delivered to Agent, upon request in the future, additional Collateral Documents if Agent reasonably deems such are necessary to insure perfection or maintenance of Lenders’ security interests and Liens in not less than 80% of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations Engineered Value of the Company under this Indenture Oil and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities Gas Properties which are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders included in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)Borrowing Base then in effect.

Collateral Security. (a) On the Issue DateDate of the initial Notes issued hereunder, the Company shall (i) enter into the Pledge Agreement and the Control Escrow Agreement and thereafter comply with the terms and provisions of each such agreements agreement and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) Collateral to the Collateral Escrow Agent for the benefit of the Trustee and the ratable benefit of the Holders Noteholders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities Collateral to provide for payment in full of the first six scheduled interest payments due on the SecuritiesNotes. The Pledged Securities Collateral shall be pledged by the Company to the Collateral Escrow Agent for the benefit of the Trustee and the ratable benefit of the Holders Noteholders and shall be held by the Collateral Escrow Agent in the Pledge Account pending disposition pursuant to the Pledge and Escrow Agreement. The Pledged Collateral shall also secure the due and punctual payment and performance of all obligations of the Company, whether now or hereafter existing, under the Notes, this Indenture and the Pledge and Escrow Agreement, including interest accrued on the Notes after the commencement of a bankruptcy, reorganization or similar proceeding involving the Company. Notwithstanding the foregoing, the Pledged Collateral shall not secure obligations of the Company to issue and deliver shares of Common Stock (or other Reference Property) upon conversion of the Notes, provided, however that the Pledged Collateral shall secure the obligations of the Company to pay the principal of, and accrued and unpaid interest, if any, on the Notes in the event of an acceleration upon an Event of Default, including a failure by the Company to comply with its obligations to convert the Securities as set forth in Section 7.01. (b) Each HolderNoteholder, by its acceptance of a SecurityNote, consents and agrees to the terms of the Pledge and Escrow Agreement (including, without limitation, including the provisions providing for foreclosure and release of the Pledged SecuritiesCollateral) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Escrow Agent and the Trustee to enter into the Pledge Agreement and the Control Escrow Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trusteenecessary, or as may be required by the provisions of the Pledge Agreement and the Control Escrow Agreement, to assure and confirm to the Collateral Escrow Agent and the Trustee the security interest in the Pledged Securities Collateral contemplated hereby, by the Pledge Agreement or by the Control and Escrow Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein and therein t▇▇▇▇▇▇ expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the SecuritiesNotes, a valid, enforceable and perfected first priority Lien lien in and on all the Pledged SecuritiesCollateral, in favor of the Collateral Escrow Agent for the benefit of the Trustee and the ratable benefit of the HoldersNoteholders, superior to and prior to the rights of third Persons and subject to no other Liensliens. (c) The release of any portion of the Pledged Securities Collateral pursuant to the Pledge and Escrow Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities Collateral are released pursuant to this Indenture, Indenture and the Pledge Agreement and the Control Escrow Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) of the Trust Indenture Act relating to the release of property or securities from the Lien lien and security interest of the Pledge and Escrow Agreement and relating to the substitution therefore therefor of any property or securities to be subjected to the Lien lien and security interest of the Pledge and Escrow Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) of the Trust Indenture Act may be made by an Officer of the Company, except in cases where TIA Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) . The Company shall cause TIA Section 314(b)) of the Trust Indenture Act, relating to opinions of counsel regarding the Lien lien under the Pledge and Escrow Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (ed) The Collateral Escrow Agent and the Trustee may, in their sole discretion and without the consent of the HoldersNoteholders, on behalf of the HoldersNoteholders, take all reasonable actions in accordance with the Pledge Agreement and the Control Escrow Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Escrow Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreementsagreement. The Collateral Escrow Agent and the Trustee shall have power (but not the obligation) to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders Noteholders in the Pledged Securities Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the HoldersNoteholders, the Collateral Escrow Agent or of the Trustee).

Collateral Security. 3.1 As Collateral Security for the repayment of such loan with interest by the BORROWER to the LENDER and for the performance by the BORROWER of all the terms of this agreement, the BORROWER shall execute, acknowledge and deliver to the LENDER, one or more pledge agreements substantially in the form of Exhibit "B" annexed hereto and simultaneously deliver to LENDER Federal Housing Administration or Veterans Administration first mortgage promissory notes and mortgages on real estate improved by a completed one-family dwelling, together with their corresponding complementary documents listed and set forth in Exhibit "C" hereof, or conventional first mortgages as indicated in Article 2.3 above. 3.2 BORROWER covenants that the instruments creating LENDER'S security interest in the Collateral shall be in a form satisfactory to LENDER, in the LENDER'S absolute discretion and that it shall make, execute and/or deliver from time to time all necessary instruments as may be necessary or convenient to perfect the LENDER'S security interest in the Collateral. 3.3 So long as such loans or any part thereof, together with interest thereon, shall 8 remain unpaid, the LENDER shall have all the rights of an unconditional owner of such mortgage promissory notes and mortgages, including but without limitation, the following: (a) On The right to declare the Issue Date, entire principal sum of such mortgage promissory notes and mortgages immediately due and payable in the Company shall (i) enter into event of a default on the Pledge Agreement and part of any owner of the Control Agreement and thereafter comply with mortgaged premises in any of the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities mortgage promissory notes and mortgages. BORROWER is allowed to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged cure default by the Company replacing such mortgage or mortgages with others acceptable to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge AgreementLENDER. (b) Each Holder, by its acceptance The right to receive the principal sum of a Security, consents such mortgage promissory notes and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement mortgages or any part of any such agreementthereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and upon receipt of the Securities secured herebyunpaid balance of the principal sum with interest, according to the intent execute and purposes herein acknowledge in its own name and therein expressed. The Company shall take, deliver a satisfaction of such mortgage promissory notes and mortgages or cause an assignment thereof in form to be takenrecorded, upon request and to retain for its own use the sums so received by it and to apply such sums on account of the Collateral Agent or the Trustee, any such loan and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens.interest; 9 (c) The release right to collect all interest thereon which may become due and payable, and to apply such interest on account of the interest due and payable, and to apply such interest on account of the interest due or hereafter to become due to the LENDER from the BORROWER shall not be entitled to any abatement of interest by reason of any portion sums collected by the LENDER as interest on such mortgage promissory notes and mortgages in advance of the Pledged Securities pursuant date upon which interest shall become due and payable to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities LENDER from the Lien and security interest BORROWER on account of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company.loan; (d) The Company shall cause TIA Section 314(b), relating to opinions right in case of counsel regarding the Lien default under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of such mortgage promissory notes and mortgages by any owner of the Pledge Agreement mortgaged premises, to institute, prosecute to judgement, settle, or discontinue any proceeding at law or in equity to enforce the collection of the mortgage debt, and to foreclose such mortgage, and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of BORROWER shall indemnify the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee).LENDER 10

Collateral Security. (a) On The indebtedness, liabilities, and obligations of Borrower under this SECTION 3, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Issue Dateobligations secured by the security interests, the Company shall (i) enter into the Pledge Agreement liens, and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to encumbrances created by the Collateral Security Documents delivered to Administrative Agent, and Administrative Agent for THIRD AMENDED AND 33 RESTATED CREDIT AGREEMENT and Lenders are entitled to the benefit of the Trustee and Collateral granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loan, the Securities. The Pledged Securities shall be pledged by termination of the Company to Commitment, or the occurrence of the Final Maturity Date, the Collateral Agent for shall continue to secure the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holderindebtedness, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their termsliabilities, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights of Borrower under each such agreement in accordance therewith. The Company will do or cause to be done this SECTION 3 until all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions Letters of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company Credit shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any have expired and all actions reasonably required to create indebtedness, liabilities, and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien SECTION 3 shall have been paid in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liensfull. (c) The release of any portion On the termination of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention Commitment (or any partial termination of the provisions hereof if and Commitment which reduces the Commitment to less than the extent the Pledged Securities are released pursuant to this IndentureLC Exposure), the Pledge Agreement Final Maturity Date, and the Control Agreement. To occurrence of an Event of Default, Required Lenders may require (or in the extent applicablecase of an Event of Default occurring under SECTION 12.1(k), the Company it shall cause TIA Section 314(dbe required automatically) relating that Borrower deliver to the release Administrative Agent cash or U.S. Treasury Bills with maturities of property or securities not more than 90 days from the Lien and security interest date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the Pledge Agreement Letter of Credit Exposure, such cash or U.S. Treasury Bills and relating all interest earned thereon to the substitution therefore constitute cash Collateral for all such Letters of any property or securities Credit. At such time as such Collateral is required to be subjected and has not been deposited, Administrative Agent on behalf of Lenders shall be entitled to the Lien and security interest liquidate such of the Pledge Agreement other Collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash Collateral. (d) The Company any cash Collateral deposited under CLAUSE (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral held by Administrative Agent and invested and reinvested at the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent expense and the Trustee maywritten direction of Borrower, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. (a) On The indebtedness, liabilities and obligations of Borrowers under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the Issue Dateobligations secured by the security interests, liens and encumbrances created by the Company shall (i) enter into the Pledge Agreement Collateral, and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior Bank is entitled to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and Collateral granted thereunder with respect to such indebtedness. (b) Notwithstanding the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on Loan, the Securities. The Pledged Securities shall be pledged by termination of the Company to Commitment or the occurrence of the Termination Date, the Collateral Agent for shall continue to secure the benefit Indebtedness, liabilities and obligations of Borrowers under this Section 2A until all Letters of Credit shall have expired and all Indebtedness, liabilities and obligations under this Section 2A shall have been paid in full or until the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be cash collateral required by the provisions of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Lienssubparagraph (c) below has been provided. (c) The release of any portion On the termination of the Pledged Securities pursuant Commitment or the occurrence of an Event of Default, Bank may require (and in the case of an Event of Default occurring under Paragraph 8.1(i) it shall be required automatically) that Borrowers deliver to Bank cash or U.S. Treasury Bills with maturities of not more than 90 days from the Pledge Agreement will not be deemed date of delivery (discounted in accordance with customary banking practice to impair the security under this Indenture present value to determine amount) in contravention an amount equal at all times to one hundred ten percent (110%) of the provisions hereof if outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to the extent the Pledged Securities are released pursuant constitute cash collateral for all such Letters of Credit. At such time as such Collateral is required to this Indenturebe and has not been deposited, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company Bank shall cause TIA Section 314(d) relating be entitled to the release of property or securities from the Lien and security interest liquidate such of the Pledge Agreement and relating other Collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that create such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Companycash collateral. (d) The Company Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall cause TIA Section 314(b), relating to opinions of counsel regarding be held by Bank and invested and reinvested at the Lien under the Pledge Agreement, to be complied with. The Collateral Agent expense and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence written direction of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee mayBorrowers, in their sole discretion and without U.S. Treasury Bills with maturities of no more than ninety (90) days from the consent date of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee)investment.

Collateral Security. Immediately upon the termination of the Commitment (aincluding voluntary termination of the Commitment by Borrower) On or the Issue occurrence of an Event of Default, and within five (5) Business Days prior to the Termination Date, the Company shall (i) enter into the Pledge Agreement and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities First Union may require (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)case of an Event of Default occurring under Section 8.1(h) it shall be required automatically) that Borrower deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than ninety (90) days from the Collateral Agent for the benefit date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the Trustee outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and the ratable benefit all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such cash collateral or U.S. Treasury Bills is required to be and has not been deposited, Agent on behalf of First Union shall be entitled to liquidate such of the Holders other collateral as is necessary or appropriate in its sole judgment so as to create such amount as will be sufficient upon receipt of scheduled cash collateral. Any cash collateral so deposited and all interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Pledged Securities shall be pledged by the Company to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and earned thereon, shall be held by Agent and invested and reinvested at the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) expense and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions written direction of the Pledge Agreement and the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of any such agreement, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged SecuritiesBorrower, in favor U.S. Treasury Bills with maturities of no more than thirty (30) days from the Collateral Agent for the benefit date of the Trustee and the ratable benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreementinvestment. To the extent applicableof any draws reducing the outstanding amount of any Letter of Credit for which the Borrower has provided the reserve required above, the Company Borrower may instruct the Agent to draw from such reserve an amount sufficient to pay the related Reimbursement Obligations to First Union and may thereafter maintain the reserve at such reduced amount and, upon (a) expiration of such Letter of Credit and (b) repayment of all related Reimbursement Obligations, any amounts remaining in such reserve shall cause TIA Section 314(d) relating be promptly returned to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the CompanyBorrower. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (e) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such suits and proceedings as the they may reasonably deem expedient to preserve or protect their interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or of the Trustee).