Common use of Collateral Clause in Contracts

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if Effective upon any Subsidiary becoming a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenturehereof, the Revolving Lenders will be entitled, pursuant Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to an Intercreditor Agreement grant to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of such Guarantor pursuant to the Indenture, the Security Documents documentation (including related certificates and (if applicableopinions) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees reasonably acceptable to the terms Administrative Agent. The Borrower will, and will cause each of the Security Documents (including Guarantors to, at the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in accordance with their terms any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (v) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the IndentureBorrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith(vii) no foreign law security or pledge agreements shall be required.

Collateral. The Notes Borrower has good title to, has rights in, and the Note Guarantees are secured by power to transfer each item of the Note Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens on except Permitted Liens. Borrower has no deposit accounts other than the Collateraldeposit accounts with Agent, subject to Permitted Liens and the exclusion of Excluded Propertydeposit accounts, on the terms and conditions set forth if any, described in the IndenturePerfection Certificate delivered to Agent and Lenders in connection herewith, or of which Borrower has given Agent notice and taken such actions as are necessary to give Lenders a perfected security interest therein. The Collateral is not in the Intercreditor Agreement possession of any third party bailee (if such as a Revolving Credit Facility is entered into) warehouse), except for Inventory in the United States, held by Extron, ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “U.S. Fulfillment Center”), and Inventory outside the Security Documents. If the IssuerUnited States held by a foreign fulfillment center, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility which Borrower shall identify by written notice to Agent within 30 days after the date of it is selected by Borrower (the Indenture on “Non-U.S. Fulfillment Center”). Within 60 days after the terms permitted date hereof, Borrower shall cause the U.S. Fulfillment Center and the Non-U.S. Fulfillment Center to execute and deliver a Bailee Agreement in the form previously provided by the Indenture▇▇▇▇ to Borrower. Except as hereafter disclosed to Agent in writing by Borrower, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement and other than Collateral which by its very nature is intended to be entered into on used at places other than the Borrowers place of business (such terms set forth in Section 9.07 of the Indentureas manufacturing test equipment, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collaterallaptop computers, marketing materials, cell phones, and the holders like), none of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on components of the Collateral shall be maintained at locations other than as provided in trust the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Agent and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Lenders, provided that such consent and acknowledgement shall not be required with respect to (i) Collateral having an aggregate value, for all locations in the Trustee United States, not exceeding the Threshold Amount, or (ii) Collateral having an aggregate value, for all locations outside the United States, not exceeding $500,000. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the Holders pursuant sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business, and except for licenses granted to the Indenture, the Security Documents and (if applicable) the Intercreditor AgreementBorrower by third parties. Each HolderPatent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim is not reasonably expected to cause a Material Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Agent within thirty (30) days of entering or becoming bound by accepting this Noteany such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Agent requests to obtain the consent of, consents or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and agrees for Agent and Lenders to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of the Security Documents any such license or agreement (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 such consent or authorization may include a licensor’s agreement to a contingent assignment of the Indenture as license to Agent if Agent determines that is necessary in its good faith judgment), whether now existing or entered into in the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithfuture.

Collateral. (a) The Notes Obligations of the Company under this Agreement, the Loans and the Note Guarantees are secured all other Loan Documents shall be secured, in each case, by the Note Liens on Collateral Pool, in accordance with the Collateral Documents. (b) The Company may at any time (including after a Notice of Exclusive Control has been delivered) direct the Collateral Agent, in writing, to permit (and upon such direction, which shall be deemed a certification by the Company that such withdrawal, transfer or replacement is not prohibited hereunder, the Collateral Agent shall permit) the replacement of any Clearing Member Security or Company Security credited to any Securities Account, or any Money Fund Share subject to the Lien of the Collateral Agent, or any FX Account Collateral subject to the Lien of the Collateral Agent, or any Other Deposit Account Collateral subject to the Lien of the Collateral Agent, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, or any Gold Warrants subject to the Lien of the Collateral Agent, or any other Collateral, as the case may be, with replacement collateral qualifying as Eligible Assets, or withdraw or transfer any Clearing Member Security or Company Security credited to any Securities Account, or any Money Fund Share subject to Permitted Liens the Lien of the Collateral Agent, or any FX Account Collateral subject to the Lien of the Collateral Agent, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, or any Other Deposit Account Collateral subject to the Lien of the Collateral Agent, or any Gold Warrants subject to the Lien of the Collateral Agent or any other Collateral subject to the Lien of the Collateral Agent; provided that: (i) at any time when there are one or more outstanding Advances, after giving effect to any such replacement, transfer or withdrawal, the aggregate principal amount of all the remaining Loans outstanding as of the date of such replacement, transfer or withdrawal shall not exceed the Borrowing Base as of the date of such replacement, transfer or withdrawal (such Borrowing Base determined by the Company and confirmed to the exclusion Company by the Collateral Agent (with the Collateral Agent’s determination controlling in the event of Excluded Property, on the terms any discrepancy)); (ii) at any time when (and conditions in addition to any restrictions set forth in the Indentureclause (i) above) there are one or more outstanding Advances and either (1) a Default shall have occurred and be continuing at such time or (2) an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing at such time, the Intercreditor Agreement Company shall not be permitted to withdraw, transfer or replace any of the specified assets (if a Revolving Credit Facility is entered intoother than Guaranty Fund Assets) and the Security Documents. If the Issueridentified in any Collateral Notice as Collateral associated with any Advance outstanding at such time; (iii) at any time when there are no outstanding Advances, the Co-Company shall be permitted to withdraw, transfer or replace any Collateral; and (iv) at any time when (and in addition to any restrictions set forth in clause (i) above) there are one or more outstanding Advances and either a Default in respect of Section 8.2 or an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing, the Company shall not be permitted to withdraw, transfer or replace any Guaranty Fund Assets identified in any Collateral Notice as Collateral associated with any Advance outstanding at such time. (v) In making the confirmations pursuant to Section 2.9(b)(i), the Collateral Agent may conclusively rely without inquiry on the determination of the Borrowing Base as calculated by the Collateral Monitoring Agent and notified to the Collateral Agent. (c) The Company may at any time (including after a Notice of Exclusive Control has been delivered) direct the Collateral Agent to cause any Custodian (or its transfer or servicing agent) having custody over any Clearing Member Customer Collateral Securities Account, any Clearing Member Collateral Securities Account or any Company Securities Account, any FX Account Bank, any Bullion Account Bank, any Gold Warrants Issuer, any Guarantor Applicable Other Depositary or Absaloka enters into a Revolving Credit Facility after any Money Fund Issuer or its transfer or servicing agent, as the case may be, in writing, to liquidate (and any applicable Custodian or any of their transfer or servicing agents, as the case may be, shall liquidate in market-based transactions as directed, in writing, by the Company) any Clearing Member Security or Company Security credited to any Clearing Member Customer Collateral Securities Account, any Clearing Member Collateral Securities Account or any Company Securities Account, or any FX Account Collateral subject to the Lien of the Collateral Agent, or any Other Deposit Account Collateral subject to the Lien of the Collateral Agent, or any Money Fund Shares subject to the Lien of the Collateral Agent, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, or any Gold Warrants (or gold covered thereby) subject to the Lien of the Collateral Agent, as the case may be, and apply the proceeds thereof and any other amounts credited to any Clearing Member Customer Collateral Securities Account, any Clearing Member Collateral Securities Account, any Clearing Member Customer FX Account, any Clearing Member FX Account, any Other Deposit Account or credited in respect of such Money Fund Shares to repay any outstanding Loans in the Applicable Tranche; provided that: (i) After giving effect to any such liquidation and repayment described in this clause (c), the aggregate principal amount of the remaining Loans outstanding shall not exceed the Borrowing Base as of the date of such liquidation (such Borrowing Base determined by the Indenture Company and confirmed to the Company by the Collateral Agent (with the Collateral Agent’s determination controlling in the event of any discrepancy)); provided that if the Administrative Agent determines that the remaining Loans outstanding exceed the Borrowing Base, the Company shall make a prepayment or pledge additional Collateral pursuant to Section 2.6(a) to the extent necessary to cure any such deficiency unless the Administrative Agent otherwise determines that any such liquidation is in the best interests of the Banks, after giving effect to any such liquidation and the repayment of Loans in the Applicable Tranche as directed by the Company pursuant thereto, in which case any such liquidation shall be permitted notwithstanding anything to the contrary in this clause (i); (ii) the Company shall reimburse the Collateral Agent, Collateral Monitoring Agent and any Custodian or any of their transfer or servicing agents, as the case may be, for any and all reasonable costs, internal charges and out-of-pocket expenses paid or incurred by such Person in connection with any such liquidation; (iii) at any time when there are one or more outstanding Advances and either (1) a Default shall have occurred and be continuing at such time or (2) an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing at such time, the Company shall not liquidate any of the specified assets (other than Guaranty Fund Assets) identified in any Collateral Notice as Collateral associated with any Advance that is outstanding at any time while such Default or Unmatured Default exists (unless the Administrative Agent otherwise determines that any such liquidation is in the best interests of the Banks after giving effect to any such liquidation and the application of the proceeds thereof to repay Loans in the Applicable Tranche, in which case any such liquidation shall be permitted notwithstanding anything to the contrary in this clause (iii)); and (iv) at any time when there are one or more outstanding Advances and either a Default in respect of Section 8.2 or an Unmatured Default in respect of Section 8.2 shall have occurred and be continuing, the Company shall not liquidate any Guaranty Fund Assets identified in any Collateral Notice as Collateral associated with any Advance outstanding at such time (unless the Administrative Agent otherwise determines that any such liquidation is in the best interests of the Banks after giving effect to any such liquidation and the application of the proceeds thereof to repay Loans in the Applicable Tranche, in which case any such liquidation shall be permitted notwithstanding anything to the contrary in this clause (iv)). (v) In making the confirmations pursuant to Section 2.9(c)(i), the Collateral Agent may conclusively rely without inquiry on the terms permitted determination of such Borrowing Base as calculated by the IndentureCollateral Monitoring Agent and notified to the Collateral Agent. (d) [Reserved] (e) Upon any replacement, liquidation, transfer or withdrawal of any Clearing Member Security, Company Security, FX Account Collateral, Gold Bullion, Gold Warrants, Other Deposit Account Collateral or Money Fund Shares in accordance with the Revolving Lenders will be entitled, Collateral Documents and pursuant to an Intercreditor Agreement subsection (b) or (c) above (other than a transfer of any such assets to be entered into on such terms set forth in Section 9.07 a securities account or other account that is subject to the Lien of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the IndentureLoan Documents which has attached), the Security Documents and Lien of the Collateral Agent on the replaced, liquidated, transferred or withdrawn Clearing Member Security, Company Security, FX Account Collateral, Gold Bullion, Gold Warrants, Other Deposit Account Collateral or Money Fund Shares, as applicable, shall be deemed automatically released without further consent of the Collateral Agent or any Bank. (if applicablef) For the Intercreditor Agreement. Each Holderavoidance of doubt, by accepting at any time when there are no outstanding Advances, the Company shall be permitted to withdraw, transfer, liquidate or replace any Collateral. (g) Any right of the Company to withdraw, replace, transfer or liquidate any Collateral pursuant to this Note, consents and agrees Section 2.9 shall apply to the terms extent any such Collateral has not been previously sold or liquidated by the Collateral Agent, or accepted by the Collateral Agent in full or partial satisfaction of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time any Obligations in accordance with their terms and the Indenture, and authorizes and directs Section 9-620 of the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithUCC.

Collateral. (a) The power to effect the sale of the Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all the Collateral shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the Note Guarantees are secured time and place of such sale. (b) Unless required by applicable law, the Note Liens on Indenture Trustee shall not sell to a third party the Collateral, subject to Permitted Liens or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the exclusion Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of Excluded Property, on conveyance prepared by the terms and conditions set forth Servicer transferring the Indenture Trustee’s interest in the IndentureCollateral without recourse, representation or warranty in any portion of the Intercreditor Agreement Collateral in connection with a sale thereof; (if a Revolving Credit Facility iii) the Indenture Trustee is entered into) hereby irrevocably appointed the agent and attorney-in-fact of the Security Documents. If Issuer to transfer and convey the Issuer, the Co-Issuer, ’s interest in any Guarantor or Absaloka enters into a Revolving Credit Facility after the date portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture on Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (v) The method, manner, time, place and terms permitted by of any sale of the Indenture, the Revolving Lenders will Collateral shall be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms commercially reasonable. (vi) Except as set forth in Section 9.07 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates may bid for and purchase the Indenture, to a Revolving Facility First-Priority Lien on Timeshare Loans offered for sale by the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Indenture Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith6.16(c)(i) above.

Collateral. The Notes (a) Intermediate Holdings and the Note Guarantees are secured by Borrower shall take or cause to be taken all actions required to be taken to permit the Note Liens on Agent to maintain a first priority perfected security interest in the Collateral, subject only to Permitted any Liens expressly permitted by Section 6.02 and the exclusion terms of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Security Agreement (if a Revolving Credit Facility is entered into) and the Security other Loan Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, Intermediate Holdings and the holders of Borrower will, or will cause the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indentureother Loan Parties to, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees subject to the terms of the Security Documents Agreement, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the provisions providing for filing and recording of financing statements and other documents), that may be required under any applicable Law, or that the foreclosure Agent or the Required Lenders may reasonably request, to cause the Collateral to be pledged to the Agent pursuant to the Security Documents and release of Collateral) and to perfect such Liens to the Intercreditor Agreement on extent required thereby, with the terms set forth in Section 9.07 priority required thereby, all at the expense of the Indenture as Borrower. The Borrower also agrees to provide to the same may be in effect or may be amended Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection and priority of the Liens created or intended to be created by the Security Agreement. The Borrower will furnish to the Agent prior written notice of any change (i) in accordance with their terms any Loan Party’s organizational name, (ii) in any Loan Party’s entity type or (iii) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all arrangements reasonably satisfactory to the Agent for filings have been made under the UCC or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Security Documents. (b) In the event that any Person becomes a wholly-owned Domestic Subsidiary (other than an Immaterial Subsidiary, CFC Holdco or an Unrestricted Subsidiary) of the Borrower, the Borrower shall within thirty (30) days after such Person becomes such a wholly-owned Domestic Subsidiary or any Unrestricted Subsidiary becomes a Restricted Subsidiary pursuant to a Subsidiary Redesignation or any Immaterial Subsidiary ceases to be identified as an Immaterial Subsidiary on any Compliance Certificate delivered by the Borrower, as the case may be (unless the Agent, in its sole discretion, extends additional time for compliance), (a) cause such Domestic Subsidiary to become a Guarantor under the Security Agreement and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), (c), (k), (l) and (q), and, if requested by the Agent, legal opinions as are similar to those described in Section 3.01(d). In the event that any Person becomes a Foreign Subsidiary (other than an Immaterial Subsidiary or an Unrestricted Subsidiary) of the Borrower or a CFC Holdco which is a Subsidiary of the Borrower, and the Indentureownership interests of such Foreign Subsidiary or CFC Holdco are owned directly by the Borrower or by any wholly-owned Domestic Subsidiary thereof (other than a CFC Holdco, an Immaterial Subsidiary or an Unrestricted Subsidiary), the Borrower shall, or shall cause such Domestic Subsidiary to, within thirty (30) days after such Person becomes such a Foreign Subsidiary or a CFC Holdco (unless the Agent, in its sole discretion, extends additional time for compliance), deliver, all such documents, instruments, agreements, and authorizes certificates as are similar to those described in Section 3.01(c), and directs the Note Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.01(b) necessary to grant and to perfect a First Priority Lien in favor of the Collateral Agent to enter into Agent, for the benefit of Secured Parties, under the Security Documents Agreement in (i) sixty-five percent (65%) of the issued and outstanding Equity Interests of such Foreign Subsidiary or CFC Holdco entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 100% of the issued and outstanding Equity Interests of such Foreign Subsidiary or CFC Holdco not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). With respect to each such new Subsidiary (including any Immaterial Subsidiary or Unrestricted Subsidiary), the Borrower shall promptly send to the Agent written notice setting forth with respect to such Person the date on which such Person became a Subsidiary of the Borrower. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Party shall be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any Excluded Property and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithCollateral shall exclude all Excluded Property.

Collateral. The Notes and With respect to the Note Guarantees are secured by IP Collateral: (a) except where the Note Liens on failure to do so could not reasonably be expected to have a Material Adverse Effect, notify Agent forthwith in writing upon obtaining knowledge: (i) of any reason any patent, patent application, patent registration, trademark, trademark application, trademark registration, copyright, copyright application, copyright registration, industrial design application or industrial design registration forming part of the material IP Collateral or any other application, registration or proceeding relating to any of the material IP Collateral may become barred, abandoned, refused, rejected, forfeited, withdrawn, expired, lapsed, cancelled, expunged, opposed or dedicated or of any adverse determination or development (including the institution of any proceeding in any Intellectual Property Office or any court or tribunal) regarding Borrower’s ownership of or rights in any of the material IP Collateral, subject its right to Permitted Liens register or otherwise protect the same, or to keep and maintain the exclusion exclusive rights in same, or the validity of Excluded Propertysame; or (ii) of any action, on proceeding, or allegation that the terms and conditions set forth in IP Collateral infringes upon, misappropriates, violates, or otherwise interferes with the Indenture, rights of any Person; (b) except where the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will failure to do so could not reasonably be entitled, pursuant expected to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on Material Adverse Effect, do everything commercially necessary to preserve and maintain the Revolving Facility First-Priority Collateral. The Note material IP Collateral Agent holds including (unless Borrower receives the Note Lien on the Collateral in trust for the benefit prior written consent of the Trustee and the Holders Agent): (i) perform all obligations pursuant to the IndentureLicense Agreements; (ii) commence and prosecute such suits, proceedings or other actions for infringement, passing off, unfair competition, dilution or other damage as are, in its reasonable business judgment, necessary to protect the Security Documents and IP Collateral; (if applicableiii) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents enforce its rights under any agreements (including the provisions providing License Agreements) which materially enhance the value of and/or protect the material IP Collateral; and (iv) make all necessary filings and recordings in the Intellectual Property Offices and elsewhere necessary to protect its interest in the material IP Collateral or any new material IP Collateral, including making, maintaining and pursuing (including proceedings before Intellectual Property Offices) each application and registration with respect thereto; (c) [reserved]; (d) perform, at Borrower’s sole cost and expense, all acts and execute all documents, including grants of security interests or assignments in forms suitable for filing with the foreclosure and release of Collateral) Intellectual Property Offices in Canada and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture United States, as the same may be in effect or may be amended reasonably requested by Agent at any time and from time to time to evidence, perfect, maintain, record and enforce Agent’s Liens in accordance the IP Collateral, or otherwise in furtherance of the provisions of this Agreement; (e) unless Agent consents in writing otherwise, or unless such act or failure to act could not reasonably be expected to have a Material Adverse Effect, not do any act or omit to do any act, other than in the ordinary course of its business, whereby any of the IP Collateral, may lapse, become abandoned or dedicated to the public, enter the public domain, lose its quality of confidence, become indistinct, or become unenforceable; (f) unless Agent consents in writing otherwise, or unless the failure to so act would not reasonably be expected to have a Material Adverse Effect, with their terms respect to any Trade-▇▇▇▇ forming part of the Collateral: (i) continue the use of any such Trade-marks in order to maintain all of the Trade-marks in full force free from any claim of abandonment; (ii) maintain as in the past the character and quality of the Indenturewares and services offered in association with such Trade-marks, and authorizes use its reasonable best efforts to require its licensees to maintain as in the past the character and directs quality of the Note Collateral Agent wares and services offered in association with such Trade-marks; and (g) except where the failure to enter into do so could not reasonably be expected to have a Material Adverse Effect, require that all use by any Person of any such Trade-marks shall be pursuant to a license that provides it with the Security Documents requisite control and other provisions to maintain the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithdistinctiveness of such Trade-marks.

Collateral. The Notes and Effective upon any Subsidiary becoming a Guarantor after the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureAmendment Effective Date, the Intercreditor Agreement Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (if a Revolving Credit Facility is entered intoor such later date as the Administrative Agent may agree) and to grant to the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of such Guarantor pursuant to the Indenture, the Security Documents documentation (including related certificates and (if applicableopinions) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees reasonably acceptable to the terms Administrative Agent. The Borrower will, and will cause the Borrower and each of the Security Documents (including Guarantors to, at the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in accordance with their terms any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the IndentureBorrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith(g) no foreign law security or pledge agreements shall be required.

Collateral. (a) The Notes Borrower shall, and shall cause each Domestic Subsidiary (other than an Excluded Subsidiary) to, guarantee the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms Obligations as set forth in Section 9.07 of 6.12(a). (b) [Reserved]. (c) The Borrower shall and shall cause each Domestic Subsidiary (other than any Excluded Subsidiaries) to (i) grant to the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant Secured Parties a Lien on all assets (other than Excluded Collateral), of all Loan Parties which shall be perfected (to the Indenture, extent required by the Security Documents Loan Documents) on all Collateral and (if applicableii) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents take such action (including the provisions providing for the foreclosure and release of Collateralother than any Excluded Perfection Action) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended is necessary from time to time to cause all Liens in accordance with their terms the Collateral granted to the Administrative Agent for the benefit of the Secured Parties to be first priority Liens subject to Permitted Liens. For the avoidance of doubt, all Equity Interests owned by the Borrower of any Loan Party (other than Excluded Collateral) will be fully pledged as Collateral. (d) The Borrower shall and shall cause each Restricted Subsidiary (other than an Excluded Subsidiary) to do all things necessary or reasonably requested by the Administrative Agent to preserve and perfect the Liens of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Security Agreements and the Indentureother Collateral Documents as first priority Liens, and authorizes and directs the Note Collateral Agent subject to enter into the Security Documents and the Intercreditor AgreementPermitted Liens, and to perform its obligations insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority Lien, subject to Permitted Liens, on all of the Collateral of the Loan Parties; provided that no Restricted Subsidiary shall be required to take any Excluded Perfection Action. (e) The Borrower shall and exercise its rights thereunder in accordance therewith.shall cause each Loan Party to, within ninety (90) days of the acquisition of Material Real Property (or such longer period as may be reasonably acceptable to the Administrative Agent), deliver to the Administrative Agent the following:

Collateral. The Notes As security for the prompt payment and performance of all amounts due and obligations arising under, in connection with or related to the Note Guarantees are secured by Bridge Facility, including, without limitation, all principal, interest, premiums, fees, costs, expenses, indemnities or other amounts (the Note Liens on “Bridge Facility Obligations”), effective as of the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureBridge Facility Closing Date, the Intercreditor Agreement (if a Revolving Credit Bridge Facility is entered into) and the Security Documents. If the IssuerAgent, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of itself and the Bridge Facility Lenders, shall be granted properly perfected liens and security interests (“Bridge Facility Liens”) in all assets and properties of each of the Bridge Facility Loan Parties, whether tangible or intangible, real, personal or mixed, wherever located, whether now owned or consigned by or to, or leased from or to, or hereafter acquired by, or arising in favor of, the Bridge Facility Loan Parties (including under any trade names, styles or derivations thereof), whether prior to or after the Bridge Facility Closing Date, including, without limitation, all of the Bridge Facility Loan Parties’ rights, title and interests in all (1) Senior Notes Collateral, (2) collateral securing the obligations outstanding under the Seller Notes/Debt Claims, and (3) all products, offspring, profits, and proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing (collectively, the “Bridge Facility Collateral”); provided that Bridge Facility Collateral shall exclude other assets to be mutually agreed among the Bridge Facility Borrower and the Required Bridge Facility Lenders, but shall include any and all proceeds and products of such excluded assets, unless such proceeds and products otherwise separately constitute excluded assets. The Bridge Facility Collateral shall rank pari passu with the Senior Notes Collateral, as evidenced by an intercreditor agreement by and between the Senior Notes Trustee and the Holders pursuant Bridge Facility Agent, which shall be in form and substance acceptable to AYR and the IndentureRequired Consenting Senior Noteholders. Both the Bridge Facility Collateral and the Senior Notes Collateral shall include, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holderamong other things, by accepting this Note, consents and agrees to the terms a pledge of the Security Documents Equity Interests in CSAC Acquisition VA Corp and AYR Virginia LLC (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith“Virginia Entities”).

Collateral. The Notes (i) Without the consent of any other Person, but subject to the terms of the Intercreditor Agreement, any Pari Intercreditor Agreement and any applicable Other Intercreditor Agreement, the applicable Credit Party or Credit Parties and the Note Guarantees are secured by the Note Liens on the CollateralAdministrative Agent and/or Collateral Agent may (in its or their respective sole discretion), subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indentureshall, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralextent required by any Loan Document, and enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the holders granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note any security interest in any Collateral Agent holds the Note Lien on the or additional property to become Collateral in trust for the benefit of the Trustee Secured Parties, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable Requirements of Law, or to alter the terms of any applicable Security Documents or collateral arrangements to be consistent with the terms of this Agreement and the Holders other Loan Documents (including for the avoidance of doubt and without limitation the Intercreditor Agreement, any Pari Intercreditor Agreement and any Other Intercreditor Agreement) in the case of conflict. (ii) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent, may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5.10 and 5.11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary it reasonably determines. (iii) The Lenders, the Administrative Agent and the Collateral Agent hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (and the Lenders instruct the Collateral Agent to effect and document such release) (i) in full, upon the termination of this Agreement and the Payment in Full of all Secured Obligations, (ii) upon the sale or other disposition (including, without limitation, through any Investment not prohibited pursuant to Section 6.03, Dividend not prohibited pursuant to Section 6.06, disposition not prohibited pursuant to Section 6.05 or transaction not prohibited pursuant to Section 6.04, as applicable) of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate (upon its reasonable request) to that effect provided by the Borrower Agent without further inquiry in connection with a request to do so, execute such appropriate release documentation as the Borrower Agent may reasonably request to document or evidence such release), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 10.02), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the final paragraph of Section 9.10), (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the IndentureSecurity Documents, or (vii) if such assets constitute Excluded Property at any time (including, without limitation, following any transaction or series of transactions not prohibited by the Security terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate in which the Borrower Agent certifies that such assets constitute Excluded Property without further inquiry and shall upon receipt thereof in connection with a request to do so, execute such appropriate release documentation as the Borrower Agent may reasonably request to document or evidence such release) or (viii) if and to the extent the property constituting such Collateral is released pursuant to the First Lien Documents (or the documents governing any First Lien Credit Agreement Refinancing Indebtedness), other than upon the Payment in Full of the First Lien Obligations and (if applicable) the termination of commitments thereunder, to the extent required by the terms of the Intercreditor Agreement. Each HolderAny such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all Collateral retained by accepting the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall be released from the Guarantees upon consummation of any transaction not prohibited by this NoteAgreement resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or upon becoming an Excluded Subsidiary (so long as the Borrowers have not elected in their sole discretion to join such Excluded Subsidiary as a Guarantor) (and Liens on any former Collateral of such Excluded Subsidiary shall be automatically released in connection therewith) (including, consents without limitation, through any Investment not prohibited pursuant to Section 6.03, Dividend not prohibited pursuant to Section 6.06, disposition not prohibited pursuant to Section 6.05 or transaction not prohibited pursuant to Section 6.04, as applicable; provided that the Lenders hereby irrevocably agree that any Guarantor shall be automatically released from the Guarantee and agrees all Liens on its assets hereunder released, if such Guarantor is released from the Guarantee (as defined in the First Lien Credit Agreement) under the First Lien Loan Documents (other than upon the payment in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations) of the First Lien Obligations and the termination of the commitments thereunder), to the extent required by the terms of the Security Intercreditor Agreement; provided, further that the Collateral Agent may rely conclusively on a certificate pursuant to which the Borrower Agent certifies that the applicable transaction or series of transactions is not prohibited under the Loan Documents (including without further inquiry and shall upon receipt thereof in connection with a request to execute such appropriate release documentation as the provisions providing for Borrower Agent may reasonably request to document or evidence such release). The Lenders hereby authorize and instruct the foreclosure Administrative Agent and the Collateral Agent, as applicable, to, and the Administrative Agent and the Collateral Agent agree to, execute and deliver any instruments, documents and agreements necessary or desirable or reasonably requested by the Borrower Agent to evidence and confirm the release of Collateral) any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender and the Intercreditor Agreement on the terms set forth in Section 9.07 without any representation or warranty of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithany such Agent.

Collateral. (a) The Notes execution and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date delivery of the Indenture on Collateral Documents by Parent and any Existing Guarantor, together with the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement actions to be entered into taken on such terms set forth in Section 9.07 of or prior to the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust Closing Date for the benefit of the Trustee Holders shall create a valid security interest in the Collateral, subject only to the First Priority Liens and the Holders Permitted Liens, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority or Second Priority status, as applicable, of such Liens have been or shall be duly made or taken by the Closing Date, other than the actions required under federal law to register and record interests in intellectual property. (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by Parent or any Existing Guarantor of the Liens purported to be created in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to any of the IndentureCollateral Documents or (ii) the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings as may be required in connection with the perfection of security interests, the Security Documents disposition of any Investment Related Property, or by laws generally affecting the offering and sale of securities. (if applicablec) Except with respect to any Permitted Lien and such as may have been filed in favor of Collateral Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees Collateral is on file in any filing or recording office. (d) All information supplied to the terms Collateral Agent by or on behalf of Parent or any Existing Guarantor with respect to any of the Security Documents Collateral (including the provisions providing for the foreclosure and release of in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects. (e) Without limiting the Intercreditor Agreement on the terms set forth in Section 9.07 generality of the Indenture foregoing, Parent and each Existing Guarantor represents and warrants that all of its Cash and Cash Equivalents shall be maintained in accounts in existence as of the same Closing in which the Collateral Agent has a perfected security interest or such other accounts as may be in effect or may be amended from time to time in accordance with their terms and pre-approved by the IndentureCollateral Agent, and authorizes and directs the Note in which Collateral Agent to enter into the Security Documents and the Intercreditor Agreementhas a perfected security interest, and to perform its obligations and exercise its rights thereunder in accordance therewithother than Permitted Liens.

Collateral. The Notes (a) Borrower has good title to, has rights in, and the Note Guarantees power to transfer each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are secured necessary to give Collateral Agent a perfected security interest therein (to the extent required hereby). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The provisions of this Agreement are sufficient to create a legal and valid security interest in the Collateral in favor of Collateral Agent, and, assuming the proper filing of one or more financing statement(s) identifying the Collateral (as proposed to be filed by Collateral Agent) with the Secretary of State of Delaware, the security interest in the Collateral granted to Collateral Agent pursuant to this Agreement will be perfected in that portion of such Collateral in which a security interest may be perfected by the Note Liens on filing of a financing statement under the CollateralCode (excluding commercial tort claims and timber to be cut) and to the extent perfected in accordance with the foregoing, such security interests will constitute first priority security interests, subject only to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms that are permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor terms of this Agreement to be entered into on such terms set forth in Section 9.07 of have priority to Collateral Agent’s Lien. (c) On the IndentureEffective Date, to a Revolving Facility First-Priority Lien and except as disclosed on the Revolving Facility First-Priority CollateralPerfection Certificate (i) the Collateral is not in the possession of any third party bailee, and the holders (ii) no such third party bailee possesses components of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for excess of Two Hundred Fifty Thousand Dollars ($250,000.00). (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (e) Borrower and each of its Subsidiaries is the benefit sole owner of the Trustee Intellectual Property each respectively purports to own, free and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreementclear of all Liens other than Permitted Liens. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement Except as noted on the terms set forth in Section 9.07 Perfection Certificates, neither Borrower nor any of the Indenture as the same may be in effect its Subsidiaries is a party to, nor is bound by, any material license or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor other Material Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions (a) Except as set forth on Schedule 3.22 of the Purchase Agreement, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the Indentureordinary course of business), the Intercreditor Agreement free and clear of any Liens (if a Revolving Credit Facility is entered into) other than Permitted Liens), security interests, encumbrances, rights or claims, and are fully authorized to grant the Security DocumentsInterest. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes There has been no adverse decision that would have a Note Second-Priority Lien Material Adverse Effect on any Debtor’s claim of ownership rights in or exclusive rights to use the Revolving Facility First-Priority Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority in which an adverse decision would have a Material Adverse Effect. (b) The Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (c) Except with respect to the contemplated relocations described on Schedule 4.4(c), each Debtor shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule 4.3(a) and may not relocate such Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral. The Note Collateral Agent holds the Note Lien on Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in trust for its ordinary course of business and sales of inventory or assets by such Debtor in its ordinary course of business that do not exceed $50,000 per annum) without the benefit prior written consent of a Majority in Interest. The Debtors shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) Except with respect to the Permitted Liens, there is not on file in any U.S. or foreign governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the Trustee and foregoing (other than those that will be filed in favor of the Holders Secured Parties pursuant to this Agreement) covering or affecting any of the IndentureCollateral. So long as this Agreement shall be in effect, the Security Documents Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (if applicable) except to the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule 1 represent all of the Security Documents capital stock and other equity interests (including stock options and warrants) owned, directly or indirectly, by the provisions providing Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the foreclosure security interests created by this Agreement. The ownership and release other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of Collateral) the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the Intercreditor Agreement other Transaction Documents. (f) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise Collateral Agent, on behalf of the Secured Parties, promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a Material Adverse Effect on the terms set forth in Section 9.07 value of the Indenture Collateral or on the Secured Parties’ security interest therein. Each Debtor shall permit the Secured Parties and their representatives and agents to inspect the Collateral at any time during normal business hours, upon reasonable prior notice, and to make copies of records pertaining to the Collateral as the same may be in effect or may be amended requested by a Secured Party from time to time time. (g) All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of the Debtors with respect to the Collateral is accurate and complete in accordance with their terms and all material respects as of the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithdate furnished.

Collateral. The Notes (i) Without the consent of any other person, but subject to the terms of any applicable Intercreditor Agreement, the applicable Credit Party or Credit Parties and the Note Guarantees are secured by the Note Liens on the CollateralAdministrative Agent and/or Collateral Agent may (in its or their respective sole discretion, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indentureshall, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralextent required by any Loan Document enter into any amendment or waiver of any Loan Document, and or enter into any new agreement or instrument), to effect the holders granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note any security interest in any Collateral Agent holds the Note Lien on the or additional property to become Collateral in trust for the benefit of the Trustee Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law (including local law). (ii) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5.10 and 5.11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of the Borrower and the Holders Restricted Subsidiaries by the time or times at which any such requirement would otherwise be required to be satisfied under this Agreement or any Security Document. (iii) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the Payment in Full of the Obligations, (ii) upon the sale or other disposition of such Collateral to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided by any Credit Party upon its reasonable request without further inquiry), (iii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 10.02), (iv) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the final paragraph of Section 9.10), (v) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the IndentureSecurity Documents, the Security Documents and or (vi) if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithsuch assets constitute Excluded Property.

Collateral. The Notes Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (other than Exempt Property) to be subject at all times to first priority (except in case of Liens permitted in Section 6.15.15 and cash deposited with General Electric Capital Corporation, or an agent or affiliate thereof, to secure Letter of Credit reimbursement obligations under the Note Guarantees are secured by the Note Existing Credit Agreement), perfected Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date favor of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and Holders of Secured Obligations to secure the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time Secured Obligations in accordance with their the terms and conditions of the IndentureCollateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and authorizes will cause each Guarantor to, deliver Mortgages and directs Mortgage Instruments with respect to the Note Collateral Agent Mortgaged Properties owned by the Borrower or such Guarantor to enter into the Security Documents and the Intercreditor Agreementextent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to perform the extent such pledge thereunder is prohibited by applicable law or its obligations counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no such Mortgages, Mortgage Instruments and pledge agreements are required to be delivered hereunder until May 30, 2004 or such later date as the Administrative Agent may agree in the exercise of its rights thereunder reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments and pledge agreements by May 30, 2004 or such later date shall constitute a Default under Section 7.3) with respect to (a) the Mortgaged Properties on the Closing Date in accordance therewiththe case of Mortgages and Mortgage Instruments and (b) the pledge of the equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower hereby agrees to use its reasonable efforts to cause the delivery of such Mortgages, Mortgage Instruments, and pledge agreements as soon as practicable after the Closing Date.

Collateral. The Notes (a) As of the date hereof, the Collateral includes all of the Equity Interests in, and all of the Note Guarantees are secured by tangible and intangible assets of, the Note Liens on Borrower. (b) As of the Collateraldate hereof, subject to Permitted the Liens and security interests granted to the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust (for the benefit of the Trustee and the Holders Senior Secured Parties) pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including i) constitute, as to personal property included in the provisions providing Collateral, a valid first priority security interest in such personal property and (ii) constitute, as to the Mortgaged Property included in the Collateral, a valid first priority Lien of record in the Mortgaged Property, in each case subject only to Permitted Liens. (c) As of the date hereof, the security interest granted to the Collateral Agent (for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 benefit of the Indenture as the same may be in effect or may be amended from time Senior Secured Parties) pursuant to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of UCC financing statements in the filing offices identified in Schedule 5.12(c), (ii) with respect to any Blocked Account Collateral that can be perfected solely by control, upon execution of a Blocked Account Agreement and (iii) with respect to any property (if any) that can be perfected solely by possession, upon the Intercreditor AgreementCollateral Agent receiving possession thereof, and in each case such security interest will be, as to perform its obligations Collateral perfected under the UCC or otherwise as aforesaid, superior and exercise its prior to the rights thereunder of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interest, encumbrance, assignment or otherwise, in accordance therewitheach case subject only to Permitted Liens. After giving effect to the filings, registrations and giving of notice referred to in the prior sentence, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral covered by the Security Documents to the extent the Collateral Agent’s security interest can be perfected by filing, including any recordation, filing, registration, giving of notice or other similar action. The Borrower has properly delivered or caused to be delivered to the Collateral Agent, or provided the Collateral Agent control of, all Collateral relating to assets of or equity in the Borrower or the Lessee, as applicable, that requires perfection of the Liens and security interests described above by possession or control. All or substantially all of the Collateral relating to assets of or equity in the Borrower and all the Lessee Collateral relating to assets of or equity in the Lessee (other than in each case, the Blocked Account Collateral, certificates, securities, investments, chattel paper, books and records and general intangibles), including the Mortgaged Property, is or will (when acquired) be located on the Site.

Collateral. The Notes and (i) Debtor is the Note Guarantees are secured by owner of the Note Liens on Collateral (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, subject will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens Liens; (ii) upon the filing of UCC-1 financing statements in the appropriate filing offices and execution of a control agreement with respect to each Deposit Account, Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing or execution of such control agreement, except for Permitted Liens; (iii) other than financing statements filed in favor of Secured Party, no effective UCC-1 financing statement, fixture filing or other instrument similar in effect under any Applicable Law covering all of any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which proper termination statements have been delivered to Secured Party and (y) financing statements filed in connection with Permitted Liens; (iv) all inventory related to Accounts has been (or, in the case of hereafter produced inventory, will be) produced in compliance with applicable laws, including the Fair Labor Standards Act; iv) all accounts receivable and payment intangibles are genuine and enforceable against the party obligated to pay the same; (v) the originals of all documents evidencing all accounts receivable and payment intangibles of Debtor and the exclusion only original books of Excluded Propertyaccount and records of Debtor relating thereto are, and will continue to be, kept at the chief executive office of Debtor set forth on the terms Schedule B or at such other locations as Debtor may establish in accordance with Section 4(d), and conditions (f) all information set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility Schedule A and Schedule B hereto is entered into) true and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithcorrect.

Collateral. The Notes (a) All obligations of Borrower under the Loan Papers to which it is a party shall be secured to the extent and in the manner provided in the appropriate Security Document by the following (the "COLLATERAL") (i) a first Lien on all capital stock issued to VRI by its direct Restricted Subsidiaries, (ii) a first Lien on all capital stock issued to ▇▇▇▇▇▇▇ Resorts by its Restricted Subsidiaries and on its Rights with respect to Distributions from Keystone/Intrawest L.L.C., (iii) a second Lien on all capital stock issued to VHI by Borrower, (iv) a second Lien on all capital stock issued to Borrower or Borrower's Restricted Subsidiaries by all companies which were Restricted Subsidiaries of Borrower prior to the ▇▇▇▇▇▇▇ Acquisition, and the Note Guarantees are secured Companies' 50% interest in ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇/Vail Associates Real Estate, L.L.C., (v) a first Lien on all capital stock issued to Borrower or any Restricted Subsidiary of Borrower by ▇▇▇▇▇▇▇ Resorts and any Restricted Subsidiaries of Borrower created or acquired after the ▇▇▇▇▇▇▇ Acquisition; (vi) a second Lien on each of the Vail Forest Service Permits, and (vii) a first Lien on each of the ▇▇▇▇▇▇▇ Forest Service Permits. (b) Upon receipt by the Note Companies of Net Equity Proceeds of at least $65,000,000 and the application of such proceeds in prepayment of Subordinated Debt and/or Principal Debt in accordance with SECTION 3.2(D)(III), Liens on created by the Security Documents shall terminate and Agent and Lenders shall release their interests in the Collateral. Upon compliance with the provisions of the immediately preceding sentence or in accordance with the provisions of SECTION 14.13, subject Agent will, at the expense of Borrower, deliver to Permitted Borrower any Collateral that is in its possession and execute and deliver such documents, certificates or other instruments as Borrower may reasonably request to evidence the termination of such Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date release of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Collateral. (a) The Parent will cause the Collateral to constitute at all times 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to the Parent at any time whatsoever (provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Parent shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Parent agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Note Guarantees are secured by Administrative Agent shall execute and deliver to the Note Liens on Parent or cause to be executed and delivered to the CollateralParent all such proxies, subject powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Parent may reasonably request for the purpose of enabling the Parent to Permitted Liens exercise the rights and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility powers that it is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, entitled to exercise pursuant to an Intercreditor Agreement this Section 5.4(b). (c) The Parent shall be entitled to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, receive and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien retain any dividends on the Collateral paid in trust for cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Parent shall be entitled to receive any dividends on the benefit of Collateral paid in cash to the Trustee and extent necessary to fund Restricted Payments by the Holders Parent permitted pursuant to the Indenturepenultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Security Documents Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (if applicableother than Permitted Distributions) shall be paid directly to the Intercreditor Agreement. Each Holder, Administrative Agent and retained by accepting this Note, consents and agrees it in the Collateral Account as part of the Collateral subject to the terms of this Agreement, and, if the Security Documents (including Administrative Agent shall so request in writing, the provisions providing for Parent agrees to execute and deliver to the foreclosure Administrative Agent appropriate additional dividend, distribution and release other orders and documents to that end, provided that if such Event of Collateral) and Default is cured, any such dividend or distribution theretofore paid to the Intercreditor Agreement on the terms set forth in Section 9.07 Administrative Agent shall, upon request of the Indenture as Parent (except to the same may extent theretofore applied to the Secured Obligations), be in effect or may be amended from time to time in accordance with their terms and returned by the Indenture, and authorizes and directs the Note Collateral Administrative Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithParent.

Collateral. The Notes To secure the full and complete payment and performance of the Obligations, the Borrower, Holdings and the Note Guarantees are secured by the Note Liens on the CollateralOperating Subsidiaries will (as applicable), subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date will cause each of the Indenture on Loan Parties (as applicable) to, grant to the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Administrative Agent and the Holders Lenders a perfected, first priority Lien on all of its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, pursuant to the IndentureSecurity Documents, including, without limitation, the following: (a) all Capital Stock of the Borrower and the Subsidiaries of Holdings and the Borrower owned by Holdings, the Borrower or any Subsidiary of Holdings or the Borrower, other than Capital Stock of Unrestricted Subsidiaries of Holdings; (b) all of the Property (as such Property is more specifically described in the Security Documents Documents), including tangible and intangible property and real and personal property, of Holdings and the Borrower and each Subsidiary of Holdings or the Borrower, other than Property of the Unrestricted Subsidiaries of Holdings, including, without limitation, the following: Investments (including certificates of deposit); accounts; inventory (including, without limitation, work in process); equipment; deposit accounts (including cash collateral accounts); brokerage accounts; instruments; Borrower-Owned Operating Assets; the Sprint Agreements; contract rights (including, without limitation, all contracts relating to the construction or operation of the Service Area Network, including rights of way, easements, leases and all related contracts, and all consents and waivers necessary or appropriate from all parties to such contracts, including, without limitation, all consents and waivers necessary or appropriate to permit the collateral assignment of or security interest granted in such contracts); customer deposits in connection with purchase orders; general intangibles; real Property and interests therein (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms extent required pursuant to Section 5.4); instruments; chattel paper; Permits; Intellectual Property; and intercompany Debt (including, without limitation, Debt of the Security Documents (including Borrower or any of its Subsidiaries owed to or held by Holdings); provided, however, that Holdings shall not be required to grant to the provisions providing for Administrative Agent a security interest in the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 proceeds of the Indenture as issuance of the same may be in effect or may be amended from time to time in accordance with their terms Holdings Senior Notes; and (c) all cash and non-cash proceeds and products of any of the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithforegoing.

Collateral. The Notes and (a) Pursuant to the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureLoan Documents, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the IssuerLoan Parties shall grant, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement cause to be entered into on such terms set forth in Section 9.07 of the Indenturegranted, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust Agent, for the benefit of the Trustee Secured Parties, a first priority lien and security interest, subject only to Permitted Liens: (i) on the date hereof and, with respect to any Equity Interests acquired after the Closing Date, not later than the applicable deadline specified in Section 8.1.9 [Additional Guarantors] (or such longer period as reasonably acceptable to the Administrative Agent), in all Equity Interests owned by the Loan Parties; (ii) on the date hereof and with respect to any Person that becomes a Subsidiary (other than an Excluded Subsidiary) after the Closing Date or any Subsidiary that ceases to be an Excluded Subsidiary, not later than the applicable deadline specified in Section 8.1.9 [Additional Guarantors] (or such longer period as reasonably acceptable to the Administrative Agent), in all of the other assets of the Loan Parties (except as excluded or limited above or below or as excluded or limited in any other Loan Document) (including all Midstream Assets, accounts receivable, inventory, chattel paper, intellectual property and other general intangibles, equipment, Applicable Accounts and other investment property whether owned on the Closing Date or subsequently acquired) and products and proceeds of the foregoing; and (iii) (x) within 90 days following the end of any fiscal quarter in which Real Property or Easements were acquired or leased, in all Real Property or Easements (other than Excluded Assets) acquired or leased by a Loan Party after the Closing Date, (y) within 90 days following the end of any fiscal quarter in which any Real Property or Easement ceases to be an Excluded Asset and (z) to the extent the Borrower cannot provide the certification that the Mortgage Requirement is then satisfied as contemplated by Section 8.3.4(vi) [Certificate of the Borrower], in such Real Property or Easement, in each case to the extent required to satisfy the Mortgage Requirement, by delivering a Mortgage or an amendment to an existing Mortgage, as applicable, within 30 days of such failure to provide the certification that the Mortgage Requirement is then satisfied; provided that (A) each Mortgage or amendment delivered pursuant to this Section 8.1.17(a)(iii) shall be accompanied by (1) local counsel opinions with respect thereto as reasonably requested by the Collateral Agent, (2) the Required Flood Materials and (3) title work, if any, as required pursuant to Section 8.1.18 [Title] and (B) the applicable Loan Party shall not execute and deliver any Mortgage pursuant to this Section 8.1.17(a)(iii) until the date that occurs sixty (60) days after the Collateral Agent has made available to the Lenders a copy of the Required Flood Materials; provided that if any deadline specified in clause (x), (y) or (z) above would pass prior to the end of the 60-day period described in this clause (B), such deadline shall be extended to the end of such 60-day period; provided that any of the deadlines in this Section 8.1.17(a) may be extended (by notice to the Borrower in writing) by the Collateral Agent in its sole discretion upon reasonable request of the Borrower. (b) Notwithstanding the foregoing, Liens will not be required on any of the following (collectively, the “Excluded Assets”): (i) Real Property and Easements not required to be subject to a Mortgage in order for the Mortgage Requirement to be satisfied; (ii) (x) Excluded Accounts described in clauses (i), (ii), and (iii) of the definition of “Excluded Accounts” or (y) funds in Excluded Accounts described in clause (v) of the definition of “Excluded Accounts” solely to the extent such funds will be swept into one or more Excluded Accounts described in clauses (i), (ii) and (iii) of the definition of “Excluded Accounts”; (iii) any right, title and interests in and to any Manufactured (Mobile) Home (as defined in the applicable Flood Laws), and any Building that does not meet the threshold required by the Mortgage Requirement; (iv) motor vehicles (and other assets covered by certificates of title or ownership) and Letter-of-Credit Rights (as defined in the UCC in the State of New York), in each case, except to the extent the security interest in such assets can be perfected by the filing of an “all assets” UCC financing statement; (v) Commercial Tort Claims (as defined in the UCC) that do not exceed $7,500,000 in the aggregate for all Pledgors; (vi) assets owned by any Pledgor on the Closing Date or hereafter acquired and any proceeds thereof that are subject to a Lien permitted by clause (9) in the definition of “Permitted Liens” to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for the Capital Lease Obligations, equipment lease or purchase money obligation subject to such Lien) validly prohibits the creation of any other Lien on such assets and proceeds; (vii) those assets over which the granting of security interests in such assets would be prohibited by (1) any contract in effect on the Closing Date and listed on Schedule 8.2.15 or Schedule 8.2.16 (or, as to any assets acquired after the Closing Date in an acquisition permitted hereunder, in effect at the time of acquisition thereof and not entered into in contemplation thereof) or (2) applicable law or regulation or to the extent that such security interests would require obtaining the consent of any governmental or regulatory authority, but only to the extent and for so long as a grant of a security interest therein in favor of the Collateral Agent would (x) violate or invalidate such contract, cause the acceleration or the termination thereof or create a right of termination in favor of any other party thereto (other than the Borrower or any of its Subsidiaries) or (y) violate such applicable law or regulation or require such consent; (viii) any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest therein would result in the loss by such Pledgor of any material rights therein; (ix) except for Equity Interests of Foreign Subsidiaries to the extent required pursuant to Section 8.1.17 (a) [Collateral], any foreign collateral or credit support; (x) any Voting Stock of any CFC or CFC Holdco in excess of 65% of the total voting power of all outstanding Voting Stock of such Subsidiary, it being understood that any Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (xi); (xi) subject to the last paragraph of this Section 8.1.17(b), Equity Interests of any non-wholly owned Subsidiary to the extent that the organization documents of such Subsidiary prohibit the pledge thereof to the Collateral Agent (so long as such prohibitions were not effectuated in contemplation of such Subsidiary becoming a Subsidiary of Borrower); (xii) assets owned by any Pledgor on the Closing Date or hereafter acquired and any proceeds thereof as to which the Borrower reasonably determines (and the Holders pursuant Collateral Agent agrees in writing (which may be by e-mail)) that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the Indenturebenefit to the Secured Parties of the security to be afforded thereby; (xiii) any permit or license issued by an Official Body to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the Security Documents extent and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to for so long as the terms of such permit, license or agreement or any requirement of Law applicable thereto, validly prohibit the Security Documents creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Collateral Agent; (including xiv) any right, title and interests in and to all locomotives, rail cars and rolling stock now or hereafter owned or leased by the provisions providing for Loan Parties; (xv) any right, title and interest in and to any ship, boat or other vessel; and (xvi) the foreclosure and release of CollateralLoan Parties’ timber to be cut other than to the extent encumbered by any Mortgage; provided that (x) clauses (vi), (vii), (xi)(y) and the Intercreditor Agreement on the terms set forth in Section 9.07 (xiii) shall be after giving effect to applicable provisions of the Indenture as the same may be in effect Uniform Commercial Code of any applicable jurisdiction or may be amended from time to time in accordance with their terms and the Indentureother applicable law, and authorizes shall not include proceeds and directs receivables of assets described in such clauses, the Note Collateral Agent assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding the prohibition described in such clause and (y) Excluded Assets shall not include any Proceeds (as defined in the UCC), substitutions or replacements of any assets referred to enter into in any of the Security Documents and foregoing clauses (i) through (xvii) unless such Proceeds (as defined in the Intercreditor AgreementUCC), and substitutions or replacements would constitute assets expressly referred to perform its obligations and exercise its rights thereunder in accordance therewithany such clause. (c) [Reserved].

Collateral. The Notes (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and fixture filings and other documents), which may be required under any applicable law, or which the Administrative Agent or the Collateral Agent may reasonably request, to cause the Guarantee and Collateral Requirement to be and remain satisfied at all times, all at the expense of the Borrower and the Note Guarantees are secured Subsidiary Guarantors. The Borrower also agrees to provide to the Collateral Agent, from time to time upon request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. (b) Furnish to the Collateral Agent prior written notice of any change (i) in the corporate name of the Borrower or any Subsidiary Guarantor, (ii) in the identity or corporate structure or jurisdiction of formation of the Borrower or any Subsidiary Guarantor and (iii) in the Federal Taxpayer Identification Number of the Borrower or any Subsidiary Guarantor. If The Borrower agrees not to effect or permit any change referred to in the Issuerpreceding sentence unless all filings have been made (or are simultaneously made) under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have, and the Co-IssuerBorrower agrees to take all necessary action to ensure that the Collateral Agent does continue at all times to have, a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees to notify the Administrative Agent, within five Business Days of such occurrence, if any Guarantor material portion of the Collateral is damaged or Absaloka enters into destroyed. (c) In the case of the Borrower, upon request of the Administrative Agent, deliver to the Administrative Agent a Revolving Credit Facility after certificate of a Responsible Officer setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Indenture Perfection Certificate delivered on the terms permitted Closing Date or the date of the most recent certificate delivered pursuant to this Section. (d) The Administrative Agent may request, at the Borrower’s expense, a market value appraisal, in form and substance reasonably satisfactory to the Administrative Agent, of the Collateral, with such appraisal conducted by an appraiser selected by the IndentureBorrower and reasonably satisfactory to the Administrative Agent (i) after the occurrence, and during the Revolving Lenders will be entitled, pursuant continuance of a Default or (ii) if the Administrative Agent provides a certificate to an Intercreditor Agreement the Borrower to be entered into on such terms set forth the effect that it has reasonable grounds to believe that (x) there has been a material reduction in Section 9.07 the value of the Indenture, Collateral or (y) any appraisal conducted with respect to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral was inaccurate in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithany material respect.

Collateral. (a) The Notes due and punctual payment of the Note Guarantees Obligations, including payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Security Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Note Security Documents hereafter delivered as required by this Indenture, which define the terms of the Liens on that secure the CollateralNotes Obligations, subject to Permitted Liens the terms of the Intercreditor Agreements. The Trustee and the exclusion of Excluded Property, on Issuer hereby acknowledge and agree that the terms and conditions set forth Collateral Agent has a security interest in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Holders, the Trustee and the Holders itself, in each case pursuant and subject to the Indentureterms of the Security Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Security Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Security Documents and in the Collateral (if applicable) subject to the terms of the Intercreditor Agreement. Agreements and the Security Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Security Documents. (b) Each Holder, by accepting this its acceptance of a Note, 1. consents and agrees to the terms of the each Security Documents Document (including including, without limitation, the provisions providing for the possession, use, release and foreclosure and release of Collateral) and ), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture and any other Intercreditor Agreement as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with their its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, 2. authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the IndentureSecurity Documents, 3. authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Security Documents, 4. authorizes and directs the Note Collateral Agent to enter into the Security Documents and to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, 5. authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in the Security Documents to which the Collateral Agent is a party and 6. authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Security Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent on behalf of the Secured Parties with respect to the Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture, the Intercreditor Agreements and the Security Documents. Furthermore, each Holder, by accepting a Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any other Intercreditor Agreement and the Security Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Notes) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officer’s Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents.

Collateral. (a) The Notes Collateral includes all of the Equity Interests in and all of the Note Guarantees are secured by tangible and intangible assets of each Borrower (except, with respect to any asset the Note Liens on assignment of which is not permitted, as otherwise expressly provided in the Collateral, subject to Permitted applicable Security Agreement). (b) The respective Liens and security interests granted to the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust (for the benefit of the Trustee and the Holders Senior Secured Parties) pursuant to the IndentureSecurity Documents in effect on each date this representation is made or deemed repeated (x) immediately prior to the Restatement Effective Date, (i) constituted, as to personal property included in the Collateral, a valid first-priority security interest in such personal property and (ii) constituted, as to the Mortgaged Property included in the Collateral, a valid first-priority Lien of record in the Mortgaged Property, in each case subject only to Permitted Liens and (y) as of the Restatement Effective Date and thereafter, subject to the Intercreditor Agreement (i) constitute, as to personal property included in the Collateral, a valid security interest in such personal property and (ii) constitute, as to the Mortgaged Property included in the Collateral, a valid Lien of record in the Mortgaged Property, in each case subject only to Permitted Liens. (c) The security interests granted to the Collateral Agent (for the benefit of the Senior Secured Parties) pursuant to the Security Documents and (if applicable) in the Collateral consisting of personal property will be perfected as specified in the Intercreditor Agreement. Each Holder, (i) with respect to any property that can be perfected by accepting filing, upon the filing of UCC financing statements in the filing offices identified in Schedule 5.12, (ii) with respect to any Project Account or Local Account Collateral that can be perfected solely by control, upon execution of this NoteAgreement and the Blocked Account Agreements, consents respectively and agrees (iii) with respect to any property (if any) that can be perfected solely by possession, pursuant to the terms Intercreditor Agreement, upon the Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, in each case subject only to Permitted Liens. All such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral covered by the Security Documents on the date this representation is made or deemed repeated to the extent the Collateral Agent’s security interest can be perfected by filing, including any recordation, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Schedule 5.12 (as the same may be updated at the written request of the Borrowers’ Agent, with the written agreement of the Administrative Agent, following any change in applicable law) is necessary to perfect (or maintain the perfection of) the interest, title or Liens of the Security Documents (including to the provisions providing for extent the foreclosure Collateral Agent’s security interest can be perfected by filing or recording), and release on and as of Collateral) each relevant date which this representation and warranty is made or deemed repeated, all such filings or recordings have been made with respect to each Security Document then in effect. The Borrowers and the Intercreditor Agreement on Pledgor have properly delivered or caused to be delivered to the terms set forth in Section 9.07 Collateral Agent, or provided the Collateral Agent control of, all Collateral that requires perfection of the Indenture as the same may be Liens and security interests described above by possession or control, in effect or may be amended from time to time each case in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. All or substantially all of the Collateral (other than the Project Account Collateral, the Local Account Collateral, certificates, securities, investments, chattel paper, books and to perform its obligations records and exercise its rights thereunder in accordance therewithgeneral intangibles), including the Mortgaged Property, is or will (when acquired) be located on the Sites.

Collateral. (a) The Notes Borrower, as security for the prompt payment and performance of the Secured Obligations when due, hereby assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Issuing Lender a Lien on and a security interest in all assets of the Borrower other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to and under the Regulatory Account and the Note Guarantees are secured by Administrative Account, including the Note Liens on Borrower’s right, title and interest (now existing or hereafter acquired or arising) in, to and under the following (collectively, the “Collateral”): (i) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Reinsurance Trustee in such interest; (ii) the Surplus Account, and all Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all certificates and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of the Surplus Account and financial assets as Collateral, subject the Surplus Account and such assets shall remain available to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth make payments in the Indenturepriority and to the recipients identified pursuant to the Priority of Payments. In addition, the Intercreditor Agreement Issuing Lender agrees not to issue any Notice of Exclusive Control (if a Revolving Credit Facility as defined in the Securities Account Control Agreement) unless an Event of Default has occurred and is entered into) continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the Security Documents. If the Issuerextent that, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateraldisposition is made, and the holders proceeds are applied, in accordance with the Priority of Payments; (iii) all rights, if any, of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral Borrower in (A) all Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust for the benefit of the Trustee and the Holders established pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents Reinsurance Agreement from time to time, and (including B) all certificates and Instruments, if any, from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all cases and in every respect to the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 rights of the Indenture as Ceding Company in such rights; (iv) any and all of the following, whether now existing or hereafter arising and wheresoever the same may be in effect located: all rights of the Borrower under the Transaction Documents to which it is a party, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (v) all other property or may be amended rights delivered or assigned by the Borrower or on its behalf to the Issuing Lender from time to time in accordance with their terms under this Agreement or otherwise, to secure or guarantee payment of the Secured Obligations; and (vi) to the extent not covered above, all products and the Indentureproceeds of, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreementall dividends, collections, earnings, accruals, and to perform its obligations and exercise its rights thereunder in accordance therewithother payments with respect to, any or all of the foregoing.

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if Effective upon any Subsidiary becoming a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of hereof, Holdco shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Indenture on Administrative Agent may agree) to grant to the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of such Guarantor pursuant to the Indenture, the Security Documents documentation (including related certificates and (if applicableopinions) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees reasonably acceptable to the terms Administrative Agent. Holdco will, and will cause the Borrower and each of the Security Documents (including Guarantors to, at the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither Holdco, the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in accordance with their terms any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the IndentureBorrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith(g) no foreign law security or pledge agreements shall be required.

Collateral. (a) The Notes Pledgor shall cause the Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of the Issuer then outstanding owned by the Pledgor. (b) So long as no Trigger Event shall have occurred and be continuing, the Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, any other Project Document or any other Financing Documents; and the Note Guarantees are secured Collateral Agent shall execute and deliver to the Pledgor or cause to be executed and delivered to the Pledgor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 5.4(b). (c) Unless and until a Trigger Event has occurred and is continuing, the Pledgor shall be entitled to receive, retain and distribute as dividends or otherwise any dividends on the Collateral paid in cash out of earned surplus. (d) If any Trigger Event shall have occurred and be continuing, and whether or not the Collateral Agent or any other Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement or any other Project Document, all dividends and other distributions on the Collateral to which the Pledgor is entitled shall be paid directly to the Collateral Agent and retained by the Note Liens on it as part of the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of this Agreement, and, if the Security Documents (including Collateral Agent shall so request, the provisions providing for Pledgor agrees to execute and deliver to the foreclosure Collateral Agent appropriate additional dividend, distribution and release of Collateral) other orders and documents to that end, provided that if such Trigger Event is waived or cured, any such dividend or distribution theretofore paid to the Intercreditor Agreement on the terms set forth in Section 9.07 Collateral Agent shall, upon request of the Indenture as Pledgor (except to the same may extent theretofore applied to the Secured Obligations), be in effect or may be amended from time to time in accordance with their terms and returned by the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithPledgor.

Collateral. The Notes and (a) Subject to the Note Guarantees are secured by the Note Liens limitations on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor property or Absaloka enters into a Revolving Credit Facility assets acquired after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms Effective Date set forth in Section 9.07 5.13, the Borrower will, and will cause each other Credit Party to, (i) cause all of its owned property (subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages covering real property other than Fee Owned Real Property shall be required hereunder, and no Mortgages shall be required hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent as the lienholder on the Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and (5) no Mortgages or vehicle titles shall be required hereunder to the extent the Borrower is in compliance with the Mortgage and Vehicle Title Requirement). (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the Holders other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the IndentureCollateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Security Borrower and each other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (if applicableii) notwithstanding the Intercreditor Agreement. Each Holderforegoing clause (i), by accepting this Note, consents and agrees to the terms no re-granting of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) security interests in and the Intercreditor Agreement Liens on the terms set forth in Section 9.07 Collateral will be required if the Borrower receives Ratings of the Indenture as the same may be in effect BBB (stable or may be amended better outlook) or higher from time to time in accordance with their terms S&P and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithBaa2 (stable or better outlook) from ▇▇▇▇▇’▇.

Collateral. The Notes and (a) During any Collateral Period, on or prior to the Note Guarantees are secured by times specified below (or such later date as the Note Liens on Administrative Agent shall reasonably determine), the CollateralBorrower will cause, subject to Permitted Liens clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureParent REIT) (collectively, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture“Collateral”), to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralbe, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees subject to the terms of the Security Documents Intercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the foregoing, the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the provisions providing for the foreclosure filing and release recording of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same financing statements), which may be in effect or may be amended required by applicable Law and which the Administrative Agent may, from time to time in accordance with their during a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to perform its obligations within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.07(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and exercise its rights thereunder in accordance therewithany event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date

Collateral. The Notes (a) Iridium LLC will cause to be pledged hereunder at all times 100% of the aggregate ownership interests of the Company then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, Iridium LLC shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Note Guarantees Collateral Agent shall execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are secured by the Note Liens on the Collateralentitled to exercise pursuant to this paragraph (b). (c) Except as permitted under, and subject to Permitted Liens and the exclusion of Excluded Property, on the terms and any conditions set forth in, Section 7.07 of the Credit Agreement, no distributions, dividends or other payments shall be paid by the Company to Iridium LLC in its capacity as a member of the IndentureCompany, and Iridium LLC shall not be entitled to receive and retain any such distribution, dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and Management Services Agreement. In the Security Documents. If event that, notwithstanding the Issuerforegoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral same in trust for the benefit of the Trustee Collateral Agent and the Holders other Secured Parties, segregated from other funds of Iridium LLC and forthwith turn over the same to the Collateral Agent in the exact form received by Iridium LLC for deposit into the appropriate Account pursuant to the IndentureDepositary Agreement. (d) Without limiting any other rights of the Collateral Agent under this Agreement (but subject to the second paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Security Documents and Collateral Agent may (if applicablebut shall not be obligated to) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms make a demand for payment in respect of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time Reserve Capital Call Obligations in accordance with their terms and Section 4.02 of the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Iridium LLC Agreement, and without notice to perform its obligations and exercise its rights thereunder in accordance therewithor consent from or any other action required to be taken by Iridium LLC.

Collateral. The Notes and Subject to the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions time periods set forth in the IndentureSections 5.12 and 6.07 for executing Security Documents in connection with a new Material Subsidiary or other Investment, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms time periods set forth in Section 9.07 of 3.01(a)(ii) with respect to satisfying certain conditions precedent related to Ownership Interests in Persons domiciled outside the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority CollateralUnited States, and the holders provisions set forth in Section 5.13, the Parent, the Borrower and the Subsidiaries (a) will cause at all times the Administrative Agent to have an Acceptable Lien in the Collateral, (b) will cause at all times all material provisions of the Notes would have a Note Second-Priority Lien Security Documents to be valid and binding on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Persons executing such Security Documents and (if applicablec) shall execute or re-execute such Security Documents and take such other actions as the Intercreditor AgreementAdministrative Agent shall reasonably request in order for the Administrative Agent to maintain or create an Acceptable Lien in the Collateral, including without limitation any Collateral acquired by the Borrower, the Parent, or any of the other Guarantors after the Closing Date. Each HolderWithout limiting the foregoing, by accepting this Note, consents and agrees on the Closing Date the Parent will grant to the terms Administrative Agent an Acceptable Lien in the Parent’s Ownership Interests in the Borrower at the time of granting such Acceptable Lien and thereafter maintain such Acceptable Lien. Notwithstanding the foregoing, upon request of the Borrower to the Administrative Agent, the Administrative Agent will release from the Liens of the Security Documents in conjunction with any repayment of Advances required under this Agreement in connection therewith (including a) the provisions providing for Property which is the foreclosure subject of a Permitted Asset Disposition and release of Collateral(b) any Hotel Property and the Intercreditor Agreement on Ownership Interests in the terms set forth Permitted Other Subsidiary which owns such Hotel Property in Section 9.07 connection with the incurrence of Permitted Other Indebtedness to be secured by such Collateral. If the Property released in connection with any such Permitted Asset Disposition includes all or substantially all of the Indenture Ownership Interests in a Guarantor, or if a Permitted Other Subsidiary incurring Permitted Other Indebtedness is a Guarantor, then, upon request of the Borrower to the Administrative Agent, at the time of such Permitted Asset Disposition or the incurrence of such Permitted Other Indebtedness, as applicable, the same may be in effect or may be amended Administrative Agent shall release such Guarantor from time to time in accordance with their terms the Guaranty and the Indenture, and authorizes and directs the Note Collateral Agent other Credit Documents to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithwhich such Guaranty is a party.

Collateral. (a) The due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the terms hereunder or thereunder, and all other obligations of the Issuers and the Note Guarantees are secured by Guarantors to the Note Liens on Holders or the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Trustee under this Indenture, the Notes, the Note Guarantees, the Security Documents and the Pari Passu Intercreditor Agreement (if a Revolving Credit Facility is entered into) and are secured as provided in the Security Documents. If Documents which the Issuer, Issuers and Guarantors have entered into simultaneously with the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date execution of the this Indenture on the terms permitted and will be secured by Security Documents hereafter delivered as required by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, . The Trustee and the holders of Issuers hereby acknowledge and agree that the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders and the Holders Trustee, in each case pursuant and subject to the Indenture, terms of the Security Documents and (if applicable) the Pari Passu Intercreditor Agreement. . (b) Each Holder, by accepting this its acceptance of a Note, consents and agrees to the terms of the Security Documents and the Pari Passu Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, release and foreclosure and release of Collateral) Collateral and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture Pari Passu Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with their its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance of a Note, (i) authorizes the Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Notes Authorized Representative to appoint the Notes Collateral Agent to act on its behalf as the Notes Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents and the Pari Passu Intercreditor Agreement, (iii) authorizes and directs the Note Notes Collateral Agent to enter into the Security Documents and the Pari Passu Intercreditor Agreement, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith and (iv) authorizes the Trustee and the Notes Authorized Representative to authorize the Notes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Notes Collateral Agent by the terms of the Security Agreement and the other Security Documents and the Pari Passu Intercreditor Agreement, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance of a Note, authorizes the Notes Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable, to enter into the Pari Passu Intercreditor Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Notes Collateral Agent or the Notes Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the request of the Issuers, provided that the Issuers will have delivered to the Notes Collateral Agent or the Notes Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Security Documents and that all conditions precedent thereto have been met or waived.

Collateral. The Notes (a) Schedules I, II, III and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement IV hereto (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on as such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same schedules may be in effect amended, supplemented or may be amended modified from time to time by delivery of such amended, supplemented or modified Schedules to the Collateral Agent in accordance compliance with their terms this Agreement) set forth (i) the name and jurisdiction of organization of, and the Indentureownership interest (including percentage owned and number of shares, units or other equity interests) of such Loan Party in the Stock, LLC Interests and authorizes Partnership Interests issued by each of such Loan Party's direct Subsidiaries which are required to be included in the Collateral and directs pledged hereunder, (ii) all other Stock, LLC Interests and Partnership Interests directly owned by such Loan Party that are required to be included in the Collateral and pledged hereunder and (iii) the issuer, date and amount of all notes having a face value in excess of $500,000 directly owned or held by such Loan Party that are required to be included in the Collateral and pledged hereunder. Such Loan Party holds all such Collateral directly unless otherwise indicated on such Schedule (i.e., not through a Subsidiary, Securities Intermediary or any other Person). (b) All Collateral consisting of Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests has been duly authorized and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights of any Person. Except as set forth on Schedules I, III and IV hereto, and, in the case of clause (i) below, except as excluded from the Collateral by the proviso to Section 2.01, (i) such Collateral constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the respective issuers thereof owned by the relevant Loan Party, (ii) no issuer of Collateral other than any Permitted Joint Venture has outstanding any security convertible into or exchangeable for any shares of its capital stock or other equity interests or any warrant, option, convertible security, instrument or other interest entitling the holder thereof to acquire any such shares or any security convertible into or exchangeable for such shares and (iii) there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such shares of its capital stock (other than in respect of any Permitted Joint Venture). Except as otherwise permitted by the Note Documents, no Loan Party is now and or will become a party to or otherwise bound by any agreement, other than this Agreement and the Note Documents which restricts in any manner the rights of the Collateral Agent or any other present or future holder of any Collateral to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithtransfer or otherwise dispose of Pledged Shares.

Collateral. The Notes (a) Iridium LLC will cause to be pledged hereunder at all times 100% of the aggregate ownership interests of the Company then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, Iridium LLC shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Note Guarantees Collateral Agent shall execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are secured by the Note Liens on the Collateralentitled to exercise pursuant to this paragraph (b). (c) Except as permitted under, and subject to Permitted Liens and the exclusion of Excluded Property, on the terms and any conditions set forth in, Section 7.07 of the Credit Agreement, no distributions, dividends or other payments shall be paid by the Company to Iridium LLC in its capacity as a member of the IndentureCompany, and Iridium LLC shall not be entitled to receive and retain any such distribution, dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and Management Services Agreement. In the Security Documents. If event that, notwithstanding the Issuerforegoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral same in trust for the benefit of the Trustee Collateral Agent and the Holders other Secured Parties, segregated from other funds of Iridium LLC and forthwith turn over the same to the Collateral Agent in the exact form received by Iridium LLC for deposit into the appropriate Project Account pursuant to the IndentureDepositary Agreement. (d) Without limiting any other rights of the Collateral Agent under this Agreement (but subject to the second paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Security Documents and Collateral Agent may (if applicablebut shall not be obligated to) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms make a demand for payment in respect of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time Reserve Capital Call Obligations in accordance with their terms and Section 4.02 of the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Iridium LLC Agreement, and without notice to perform its obligations and exercise its rights thereunder in accordance therewithor consent from or any other action required to be taken by Iridium LLC.

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject Subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions limitations set forth in the Indenturelast sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 2, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority CollateralBorrower shall, and shall cause each Guarantor to, grant a first (subject to Liens permitted hereby) priority security interest to the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the IndentureAdministrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 2, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees Borrower shall cause such Guarantor within ten Business Days to grant to the terms Collateral Agent for the benefit of the Security Documents Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including the provisions providing for the foreclosure and release of Collateral) real property and the Intercreditor Agreement on Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the terms set forth in Section 9.07 Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in accordance consultation with their the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the IndentureCredit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and authorizes regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and directs the Note Collateral Agent when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the Security Documents foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the Intercreditor Agreementforegoing, (v) to the extent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in adverse tax consequences to the Borrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to perform its obligations exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the benefit to the Lenders and exercise its rights thereunder other assets in accordance therewithwhich it may determine that the taking of a security interest would not be advisable. (h) Section 7.3 (Specific Defaults) of the Credit Agreement shall be amended by replacing the reference to “6.21” with a reference to “6.22”. (i) Article VII (Defaults) of the Credit Agreement shall be amended by adding a new Section 7.14 as follows:

Collateral. (a) The Notes Parent Guarantor will cause the Pledged LLC Interest to constitute at all times 100% of the aggregate ownership interests of the Borrower then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the Parent Guarantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged LLC Interest for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein, provided that the Parent Guarantor agrees -------- that it will not vote the Pledged LLC Interest in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any such other instrument or agreement; and the Note Guarantees are secured Administrative Agent shall execute and deliver to the Parent Guarantor or cause to be executed and delivered to the Parent Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Parent Guarantor may reasonably request for the purpose of enabling the Parent Guarantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 6.04(b). (c) Unless and until an Event of Default has occurred and is continuing, the Parent Guarantor shall be entitled to receive and retain any payments in respect of the Pledged LLC Interest permitted under the Credit Agreement. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral shall be paid directly to the Administrative Agent and retained by it in the Note Liens on Collateral Account as part of the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of this Agreement, and, if the Security Documents (including Administrative Agent shall so request in writing, the provisions providing for Parent Guarantor agrees to execute and deliver to the foreclosure Administrative Agent appropriate additional dividend, distribution and release other orders and documents to that end, provided that if such Event of Collateral) and Default -------- is cured, any such dividend or distribution theretofore paid to the Intercreditor Agreement on the terms set forth in Section 9.07 Administrative Agent shall, upon request of the Indenture as Parent Guarantor (except to the same may extent theretofore applied to the Secured Obligations), be in effect or may be amended from time to time in accordance with their terms and returned by the Indenture, and authorizes and directs the Note Collateral Administrative Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithParent Guarantor.

Collateral. The Notes and (a) During any Collateral Period, on or prior to the Note Guarantees are secured by times specified below (or such later date as the Note Liens on Administrative Agent shall reasonably determine), the CollateralBorrower will cause, subject to Permitted Liens clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureParent REIT) (collectively, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture“Collateral”), to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralbe, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees subject to the terms of the Security Documents Intercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the foregoing, the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the provisions providing for the foreclosure filing and release recording of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same financing statements), which may be in effect or may be amended required by applicable Law and which the Administrative Agent may, from time to time in accordance with their during a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to perform its obligations within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.06(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and exercise its rights thereunder in accordance therewithany event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date

Collateral. (i) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees are thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by the Note second-priority Liens on the Collateraland security interests, subject to Permitted Liens Liens, as and to the extent provided in the Security Documents and the exclusion Intercreditor Agreement which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of Excluded Property, on the terms this Indenture and conditions set forth in the shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Security Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents. If the IssuerDocuments (collectively, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority “Excluded Collateral, ”). (ii) The Issuer and the holders of Subsidiary Guarantors hereby agree that the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on Trustee shall hold the Collateral in trust for the benefit of all of the Trustee Holders and the Holders Trustee, in each case pursuant to the Indenture, terms of the Security Documents and (if applicable) the Intercreditor Agreement. . (iii) Each Holder, by accepting this Noteits acceptance of any Notes and the Guarantees thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for foreclosure, the foreclosure and release exercise of Collateral) remedies and the Intercreditor Agreement on the terms set forth in Section 9.07 application of the Indenture proceeds) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms terms, agrees that the Collateral Trustee is hereby authorized to execute and deliver the Security Documents and the Indenture, Intercreditor Agreement and authorizes and directs the Note Collateral Agent Trustee to enter into perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith. (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Security Documents in respect of the Trustee and the Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder. (v) The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby agree that the Collateral Trustee shall have no obligation to (i) execute any landlord lien waivers and any other collateral documents that may affect the rights or protections of the Collateral Trustee and (ii) take any action pursuant to any Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act in accordance with the Collateral Trust Agreement. (vi) Delivery of notices, instruments, agreements, certificates and documents of any nature whatsover other than Officers’ Certificates to the Collateral Trustee or the Trustee under the Security Documents or the Intercreditor Agreement is for informational purposes only and its receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or any other Person’s compliance with any of its covenants hereunder or thereunder. Neither the Trustee nor the Collateral Trustee shall have any obligation to monitor or confirm, on a continuing basis or otherwise the Issuer’s or any other Person’s compliance with respect to any reports, information or other documents delivered to the Collateral Trustee or the Trustee under such document; provided, however, to the extent the Collateral Trustee or the Trustee receives written notice from the Issuer of any events which would constitute certain Defaults, their status and what action the Issuer is taking or proposing to take in respect thereof, the Collateral Trustee shall be obligated to perform its obligations and exercise its rights thereunder with respect thereto in accordance therewithwith the terms and conditions of this Indenture, the Security Documents and the Intercreditor Agreement.

Collateral. The Notes and (a) During any Collateral Period, on or prior to the Note Guarantees are secured by times specified below (or such later date as the Note Liens on Administrative Agent shall reasonably determine), the CollateralBorrower will cause, subject to Permitted Liens clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureParent REIT) (collectively, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture“Collateral”), to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralbe, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees subject to the terms of the Security Documents Intercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the foregoing, the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the provisions providing for the foreclosure filing and release recording of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same financing statements), which may be in effect or may be amended required by applicable Law and which the Administrative Agent may, from time to time in accordance with their during a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to perform its obligations within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.06(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and exercise its rights thereunder in accordance therewithany event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Collateral Release is to be effected, written notice that it is requesting the Collateral Release, which notice shall identify the Collateral to be released and the proposed effective date for the Collateral Release, together with a certificate signed by a Responsible Officer of the Borrower (such certificate, a “Collateral Release Certificate”), certifying that: (i) the Consolidated Leverage Ratio is either (A) less than or equal to 6.75 to 1.00 as of the last day of any two (2) consecutive fiscal quarters, or (B) less than or equal to 6.25 to 1.00 as of the last day of any fiscal quarter, in each case as reflected on the most recently delivered Compliance Certificate delivered pursuant to Section 6.02(a); and (ii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Collateral Release and immediately before and immediately after giving effect to the Collateral Release, (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the effective date of the Collateral Release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 6.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) On or after any Collateral Release Date, the Administrative Agent shall, subject to the satisfaction of the requirements of clause (d) above, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release all of the Liens granted to the Administrative Agent pursuant to the requirements of this Section 6.17 and the Collateral Documents (the “Collateral Release”). Upon the release of any Collateral pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, deliver to the Borrower, upon the Borrower’s request and at the Borrower’s reasonable expense, such documentation as may be reasonably satisfactory to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Collateral from the Loan Documents. (f) Notwithstanding the foregoing, (i) if a Collateral Trigger Date occurs in connection with a First Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of the issued and outstanding Equity Interests of the Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals fifty percent (50%) of the amount of the aggregate amount of Unsecured Indebtednessthe Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the First Limited Collateral Trigger Event and (ii) if a Collateral Trigger Date occurs in connection with a Second Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of the issued and outstanding Equity Interests of the Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals the amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the Second Limited Collateral Trigger Event.

Collateral. (1) The Notes Company will cause the Collateral to include at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to that portion Collateral consisting of shares of stock for all purposes not inconsistent with the terms of this Agreement, the Collateral Agency Agreement, the Credit Agreement, the Note Purchase Agreement or the LC Facility PROVIDED that the Company agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Collateral Agency Agreement, the Credit Agreement, the Note Purchase Agreement or the LC Facility; and the Note Guarantees are secured by Collateral Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent acting in accordance with the Collateral Agency Agreement or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Note Liens Purchase Agreement, the Notes, the LC Facility or any other agreement relating to such Secured Obligation, all dividends and other distributions and payments on the Collateral shall be paid directly to the Collateral Agent and retained by it in the Collateral Account as part of the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of this Agreement, and, if the Security Documents (including Collateral Agent shall so request in writing, the provisions providing for Company agrees to execute and deliver to the foreclosure Collateral Agent appropriate additional dividend, distribution and release other orders and documents to that end, PROVIDED that if the Collateral Agent shall have been advised by the Secured Parties that such Event of Collateral) and Default has been cured, any such dividend, distribution or payment theretofore paid to the Intercreditor Agreement on the terms set forth in Section 9.07 Collateral Agent shall, upon request of the Indenture as Company (except to the same may extent theretofore applied to the Secured Obligations), be in effect or may be amended from time to time in accordance with their terms and returned by the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithCompany.

Collateral. The Notes and Effective upon any Subsidiary becoming a Guarantor after the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureClosing Date, the Intercreditor Agreement Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (if a Revolving Credit Facility is entered intoor such later date as the Administrative Agent may agree) and to grant to the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of such Guarantor pursuant to the Indenture, the Security Documents documentation (including related certificates and (if applicableopinions) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees reasonably acceptable to the terms Administrative Agent. The Borrower will, and will cause the Borrower and each of the Security Documents (including Guarantors to, at the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in accordance with their terms any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the IndentureBorrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith(g) no foreign law security or pledge agreements shall be required.

Collateral. The Tier 2 Notes and the Note Guarantees are will be secured by the Note Liens on the Collaterala pledge of (i) AAC’s right, subject to Permitted Liens title and the exclusion of Excluded Property, on the terms and conditions set forth interest in the Indenturecash and non-cash proceeds received by, or on behalf of, AAC pursuant to the Intercreditor Agreement RMBS Litigations (if a Revolving Credit Facility is entered into) as defined and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitledfurther described in Section XIII), pursuant to an Intercreditor Agreement any final and non-appealable judgment, settlement or other arrangement, minus all amounts paid or payable to be entered into on reimburse reinsurers for the amounts paid by reinsurers in connection with the receipt of such terms set forth proceeds (but not the amount of any cost or fee (including legal fees) incurred in Section 9.07 connection with the RMBS Litigation) in excess of $1,600,000,000 (the “Tier 2 Net Proceeds”) and (ii) the Account (as defined below). At all times, after issuance of the IndentureTier 2 Notes, AAC will control the RMBS Litigations in all respects (including, without limitation, all decisions as to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralstrategy, settlement, pursuit and abandonment), and the holders of the Tier 2 Notes would will have a Note Second-Priority Lien on no right to join or participate in the Revolving Facility First-Priority CollateralRMBS Litigations in any way. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit No holder of the Trustee Tier 2 Notes or of any beneficial interest in the Tier 2 Notes will have any third party beneficiary rights under, relating to or in respect of the RMBS Litigations. Each such holder will agree not to, and will procure that none of its affiliates, representatives, employees, directors, shareholders or agents will, take any action, whether direct or indirect, that is intended to, or could be reasonably expected to, interfere with, or influence the Holders pursuant to the Indenturevalue, settlement discussions, legal arguments, timing of, the Security Documents and (if applicable) prosecution or resolution, in any way whatsoever, any RMBS Litigations or other litigation to which AAC or the Intercreditor AgreementSegregated Account is a party. Each Holder, by accepting this Note, consents and agrees to For the terms term of the Security Documents (including the provisions providing for the foreclosure and release Tier 2 Notes, AAC will covenant not to sell or otherwise transfer to any third party any of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 its ownership of the Indenture as the same may be Tier 2 Net Proceeds in effect or may be amended from time to time excess of $1,600,000,000 (other than in accordance connection with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithcontingency fee arrangements with counsel).

Collateral. The Notes Borrower shall: (a) Cooperate with the Administrative Agent to cause to be maintained in the appropriate governmental offices UCC financing statements showing the applicable Borrower as debtor, Administrative Agent as secured party and all personal property assets of the Note Guarantees are secured by debtor as collateral in order to continue to perfect the Note Liens on Administrative Agent’s security interest in the Collateral, subject . (b) Prior to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth any real property being in the IndentureBorrowing Base, cause the Intercreditor Agreement applicable Borrower to (if a Revolving Credit Facility is entered intoi) execute, deliver and the Security Documents. If the Issuer, the Co-Issuer, cause to be filed Mortgages (or amendments to any Guarantor or Absaloka enters into a Revolving Credit Facility after the date existing Mortgages) which are effective to create in favor of the Indenture on the terms permitted by the IndentureAdministrative Agent, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Lenders, a legal, valid and the Holders pursuant enforceable Lien (subject only to the Indenture, the Security Documents Permitted Liens (excluding clauses (c) and (if applicableh) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including definition thereof)) and security interest in such real property and related Collateral owned by the provisions providing applicable Borrower, which such Mortgages when recorded in the appropriate offices for the foreclosure and release of Collaterallocations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens (excluding clauses (c) and the Intercreditor Agreement on the terms set forth in Section 9.07 (h) of the Indenture as definition thereof) on, and security interest in, all right, title and interest of the same may be grantors thereunder in effect or may be amended from time such real property and related Improvements, in each case prior and superior in right to time any other Lien (other than Permitted Liens (excluding clauses (c) and (h) of the definition thereof)), and (ii) cause the Mortgage Requirements, for each parcel of real property with which a Mortgage is executed and delivered in accordance with their terms this Agreement, to be completed concurrently with the recording of such Mortgages or such additional reasonable time as the Administrative Agent may determine in its reasonable discretion with respect to each individual Mortgage and parcel of real property. (c) With respect to each Mortgage entered into pursuant to this Agreement and the IndentureCollateral related thereto, and authorizes prior to any such Property being included in the Borrowing Base, the Borrower shall cause the following items to be completed, all in form and directs substance reasonably satisfactory to the Note Collateral Administrative Agent to enter into (collectively, the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.“Mortgage Requirements”):

Collateral. (a) The Notes Borrower and the Note Guarantees are secured by Residualholder shall deliver to the Note Liens Lender, no later than on the Funding Date of any Collateralized Advance, the related Collateral, subject to Permitted Liens and which the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, Lender shall hold pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents this Standby Agreement. (including the provisions providing for the foreclosure and release of Collateralb) The Borrower and the Intercreditor Agreement on the terms set forth in Section 9.07 Residualholder each hereby pledges all of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indentureits right, title, and authorizes interest in and directs to, and grants a first lien and security interest in, the Note Collateral Agent to enter into the Security Documents Lender to secure (i) first, the repayment of principal and interest on any Advance and all other amounts owing to the Intercreditor Lender pursuant to this Standby Agreement, and (ii) second, the repayment of any amounts owing to the Lender pursuant to the Purchase Agreement. (c) As additional security for its obligations hereunder, the Borrower and the Residualholder hereby assigns to the Lender all its right, title and interest in any distributions it is entitled to receive in respect of any Collateral pledged hereunder or pursuant to the Purchase Agreement. The Borrower and the Residualholder agree to execute any and all documents requested by the Lender to evidence the assignment of the right to receive such distributions and to take all actions necessary to effectuate any assignment made pursuant to this subsection. All amounts received in respect of such assignment shall be immediately deposited into the Collection Account. With respect to any Accrual Period, the related Aggregate Cashflow shall be applied to make payments on the Loans on the related Payment Date pursuant to the terms of this Standby Agreement, in the manner described in Section 2.09. (d) The Borrower hereby authorizes the Lender, at the Borrower's expense, to file such financing statement or statements relating to the Collateral without the Borrower's signature thereon as the Lender at its option may deem appropriate, and appoints the Lender as the Borrower's attorney-in-fact, without requiring the Lender, to execute any such financing statement or statements in the Borrower's name and to perform all other acts which the Lender deems appropriate to perfect and continue the security interest granted hereby and to protect, preserve and realize upon the Collateral, including, but not limited to, the right to endorse notes, complete blanks in documents and sign assignments on behalf of the Borrower as its obligations attorney-in-fact. This power of attorney is coupled with an interest and exercise its rights thereunder in accordance therewithis irrevocable without the Lender's consent. Notwithstanding the foregoing, the power of attorney hereby granted shall only be effective during the occurrence and continuance of any Event of Default hereunder.

Collateral. (a) The power to effect the sale of the Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all the Collateral shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the Note Guarantees are secured time and place of such sale. (b) Unless required by applicable law, the Note Liens on Indenture Trustee shall not sell to a third party the Collateral, subject to Permitted Liens or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the exclusion Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of Excluded Property, on conveyance prepared by the terms and conditions set forth Servicer transferring the Issuer’s interest in the IndentureCollateral without recourse, representation or warranty in any portion of the Intercreditor Agreement Collateral in connection with a sale thereof; (if a Revolving Credit Facility iii) the Indenture Trustee is entered into) hereby irrevocably appointed the agent and attorney-in-fact of the Security Documents. If Issuer to transfer and convey the Issuer, the Co-Issuer, ’s interest in any Guarantor or Absaloka enters into a Revolving Credit Facility after the date portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture on Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (v) The method, manner, time, place and terms permitted by of any sale of the Indenture, the Revolving Lenders will Collateral shall be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms commercially reasonable. (vi) Except as set forth in Section 9.07 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates may bid for and purchase the Indenture, to a Revolving Facility First-Priority Lien on Timeshare Loans offered for sale by the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Indenture Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith6.16(c)(i) above.

Collateral. The Notes In order to secure all present and future obligations, whether under this Agreement or any other current or future agreement, Borrower hereby grants to Lender a security interest in all of Borrower’s inventory (i) that is manufactured, distributed, or sold by Samsung Electronics America, Inc. and/or its respective affiliates and/or (ii) that bears any trade names, trademarks, or logos of Samsung Electronics America, Inc. and/or its respective affiliates, whether now owned or hereafter acquired and wherever located; all returns, repossessions, exchanges, substitutions, replacements, attachments, parts, accessories and accessions of any of the Note Guarantees are secured foregoing; all price protection payments, discounts, rebates, credits, factory holdbacks and incentive payments related to any of the foregoing; supporting obligations to any of the foregoing; and products and proceeds in whatever form of any of the foregoing (collectively, the “Collateral”). Borrower agrees that the Collateral shall at all times remain personal property, shall not become affixed to or form a part of any real estate without the consent of Lender, and shall be located at Borrower’s place(s) of business or at any other locations otherwise approved in writing by Lender from time to time. Lender retains the Note Liens on right to demand additional protection for the approval of a new location for Inventory, which includes, but is not limited to, a properly executed landlord/lienholder waiver(s). Borrower shall not remove any of the Collateral from such location(s) (except for moving Collateral between or among approved locations). Borrower shall take all actions that Lender from time to time reasonably deems necessary or appropriate to protect and perfect its security interest in the Collateral. Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto which, subject among other things, list the Collateral and provide any other information required to Permitted Liens and evidence the exclusion of Excluded Property, on the terms and conditions agreements set forth in the Indentureherein, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time time, or for sufficiency or filing office acceptance. Borrower also ratifies its authorization for Lender to have filed in accordance with their terms any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Both Borrower and Lender intend for Borrower to sell the IndentureInventory, but only in the ordinary course of its business as Borrower normally sells such Inventory. Therefore, Borrower may sell any item of Inventory provided that: (a) no Default exists and (b) the price obtained for such item of Inventory is not less than the unpaid Total Debt attributable thereto. Borrower will hold in trust for Lender all of the proceeds of any sale of Inventory, and authorizes Borrower will immediately remit the unpaid Invoice Cost of such item of Inventory to Lender. Upon demand by Lender, Borrower shall immediately remit to Lender the full unpaid Invoice Cost of any item of Inventory (which amount shall be applied in repayment of the Loan(s) relating to such item of Inventory or otherwise as determined by Lender in its sole discretion) as to which (i) Borrower receives any deposit or similar amount from a contemplated purchaser and/or (ii) Borrower enters into a contract to sell such item of Inventory. The immediately preceding two sentences shall not apply to any Inventory financed by Lender under a scheduled payment or other non-“pay as sold” program. Borrower shall bear the entire risk of loss or destruction of, or damage to, the Collateral. Borrower will procure and directs continuously maintain “all risk” property insurance covering each item of Collateral for the Note full replacement value thereof and with such loss payable and other endorsements as Lender may require, plus such other insurance as Lender may specify from time to time. Borrower shall immediately notify Lender of any loss, theft or damage to any Collateral. Lender may alter the insurance requirements under this Section 3, as Lender reasonably deems necessary, by giving written notice to Borrower. Borrower hereby agrees that Lender may act as Borrower’s representative in making, adjusting and settling claims with respect to the Collateral Agent to enter into the Security Documents and the Intercreditor Agreementunder any such insurance policies, and endorsing Borrower’s name on any drafts, checks or other instruments drawn by an insurer and relating to perform the Collateral. Until Borrower’s presentation of proper evidence of valid insurance meeting the requirements of this Section 3 in a form and substance satisfactory to Lender, in its sole discretion, or in the event of Borrower’s failure to secure and maintain insurance as herein required, Lender may, to protect and insure the Collateral, at its sole option, secure such insurance on behalf of Borrower, and Borrower hereby promises to pay to Lender on demand any amounts expended by Lender for such insurance. Insurance purchased by Lender may include coverage beyond those required by this Section 3. Lender’s affiliates may act as insurance carrier, premium finance company and/or insurance administrator, and may be compensated through premium charges, commissions, premium rebates and fees. Borrower acknowledges that any insurance obtained by Lender is solely for the benefit of Lender and may be more expensive than insurance obtained by Borrower. Lender will promptly discontinue any insurance purchased by Lender upon Borrower’s presentation of proper evidence of valid insurance meeting the requirements of this Section 3. Lender’s acceptance of policies in lesser amounts in one instance shall not be a waiver of Borrower’s obligations and exercise its rights thereunder hereunder in accordance therewithany other instances. BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT: (a) LENDER IS NOT THE MANUFACTURER OR THE SELLER OF THE INVENTORY; AND (b) LENDER HAS NOT MADE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE INVENTORY OF ANY NATURE OR KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY OF THE INVENTORY, ITS FITNESS FOR A PARTICULAR PURPOSE, ITS COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR ITS NON-INFRINGEMENT OF THE RIGHTS OF OTHERS. BORROWER IRREVOCABLY WAIVES ANY CLAIMS AGAINST LENDER WITH RESPECT TO THE INVENTORY WHETHER FOR BREACH OF WARRANTY OR OTHERWISE. BORROWER AGREES THAT ITS OBLIGATIONS TO LENDER WITH RESPECT TO INVENTORY FINANCED BY LENDER SHALL BE ABSOLUTE AND UNCONDITIONAL AT ALL TIMES AFTER LENDER HAS ADVANCED OR COMMITTED TO ADVANCE ALL OR ANY PART OF THE INVOICE COST OF SUCH INVENTORY TO THE SELLER THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BORROWER WILL NOT DELAY PAYMENT OF ANY OBLIGATIONS TO LENDER, OR ASSERT ANY DEFENSE OR SET-OFF WITH RESPECT TO SUCH OBLIGATIONS, DUE TO A DISPUTE BETWEEN BORROWER AND A VENDOR OF INVENTORY AND REGARDLESS OF ANY DISCOUNT OR ALLOWANCE PROVIDED BY A VENDOR TO BORROWER.

Collateral. The (a) From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees are when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.06, and the Notes, the Note Guarantees and the Security Documents, shall be secured by the Note Liens a Lien on the Collateral, Collateral on a first-priority basis subject to Permitted Liens Liens, as provided in this Indenture and the exclusion of Excluded PropertySecurity Documents to which the Issuers and the Guarantors, as the case may be, shall become parties to on the terms Issue Date or thereafter and conditions set forth in will be secured by all of the Indenture, Collateral pledged pursuant to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. If the IssuerThe Issuers, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders, hereby appoint Wilmington Trust, National Association as the initial Notes Collateral Agent, and the Holders pursuant Notes Collateral Agent is hereby authorized and directed to the Indenture, execute and deliver the Security Documents and (if applicable) the Intercreditor AgreementAgreements. Each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. (b) Each Holder, by accepting this Noteits acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including including, without limitation, the provisions providing for the foreclosure and release of Collateral) Collateral and the Intercreditor Agreement on automatic amendments, supplements, consents, waivers and other modifications thereto without the terms set forth in Section 9.07 consent of the Indenture holders) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, this Indenture and authorizes and directs the Note Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder under the Security Documents and the Intercreditor Agreements in accordance therewith, binding such Holder to the terms thereof. (c) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the Holders, the Notes Collateral Agent, the Agents and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Notes Collateral Agent, the Agents and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

Collateral. The Notes Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the Note Guarantees are secured by execution, delivery and filing of, any and all documents (including without limitation, financing statements and continuation statements), necessary or desirable for the Note Liens Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; provided, however, Lender shall have a second priority lien and security interest in the Collateral listed on Exhibit 5.5 under the heading "Permitted Encumbrances"; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, subject any claim or dispute asserted by any debtor or other obligor owing an obligation to Permitted Liens Borrower, and any other matters affecting the exclusion value or enforceability or collectibility of Excluded Propertyany of the Collateral; defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Lender, on and pay all costs and expenses (including reasonable attorneys' fees and reasonable expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including reasonable attorneys' fees and reasonable expenses), settle any and all claims, demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if an Event of Default shall have occurred, the Lender shall have the right at all times to settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to Borrower upon such terms and conditions as the Lender deems advisable, and all costs and expenses thereof (including reasonable attorneys' fees and reasonable expenses) shall be incurred for the account of Borrower and shall constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement. The Borrower's Equipment shall be kept and maintained at the locations of the Borrower's offices as set forth in Exhibits 5.1-1 through 5.1-6 Borrower shall not relocate or move the IndentureEquipment without the Lender's prior written consent, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documentswhich shall not be unreasonably withheld. If Lender consents to the Issuerrelocation of certain Equipment, Borrower shall execute all documents or financing statements and take such action as Lender may request to assure that Lender's first priority security interest in the Co-Issuer, any Guarantor equipment continues to be perfected under the Uniform Commercial Code or Absaloka enters into a Revolving Credit Facility after the date other applicable laws of the Indenture on jurisdiction to which the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithEquipment is moved.

Collateral. The Notes and (a) At all times the Note Guarantees are Indebtedness shall be secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date favor of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders (subject only to the first and prior Lien securing the obligations and other liabilities permitted under Section 7.5(l) and the Holders other Permitted Liens) covering and encumbering any and all Oil and Gas Properties (and other assets and properties) of the Restricted Persons securing the obligations and other liabilities permitted under Section 7.5(l), including the issued and outstanding Capital Stock of each Subsidiary of the Company securing such obligations. Notwithstanding the forgoing, in the event the Tangible Net Worth of any Guarantor (calculated with respect to CCBM without including the Capital Stock of Pinnacle so long as Pinnacle is not a Subsidiary of the Company) exceeds 3% or more of the Tangible Net Worth of the Company and its Subsidiaries, on a consolidated basis, the Company shall cause such Guarantor to execute and deliver to Collateral Agent, for the benefit of each Holder, Mortgages in form and substance reasonably acceptable to the Collateral Agent and substantially similar to the corresponding Senior Credit Document and duly executed by such Guarantor together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Collateral Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens in the assets and properties of such Guarantor (provided that in no event shall the Capital Stock of Pinnacle be pledged as Collateral so long as Pinnacle is not a Subsidiary of the Company). (b) To the extent necessary to comply with the first sentence of Section 6.15(a), Company or any other Restricted Person, as the case may be, shall execute and deliver to Collateral Agent, for the ratable benefit of each Holder, Mortgages in form and substance reasonably acceptable to Collateral Agent and substantially similar to the corresponding Senior Credit Document and duly executed by any such Restricted Persons together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Collateral Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section 6.15. (c) To the extent necessary to comply with the first sentence of Section 6.15(a), and, if earlier, within 10 days after the execution and delivery of any security instrument, agreement, mortgage or deed of trust covering or encumbering any Oil and Gas Properties to secure any Indebtedness permitted under Section 7.5(l) not otherwise subject to a Lien in favor of Collateral Agent to secure the Indebtedness, Company or each other Restricted Person, as the case may be, shall execute and deliver to Collateral Agent, for the ratable benefit of each Holder, Mortgages, in form and substance reasonably acceptable to Collateral Agent and substantially similar to the corresponding Senior Credit Document, duly executed by any such Restricted Person together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Collateral Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section. (d) Subject to Section 6.17, on or before 30 days after the Closing Date and at any time thereafter that Company or any of its Subsidiaries is required to execute and deliver Mortgages to Collateral Agent pursuant to Section 6.15(a), the Company shall also deliver to Collateral Agent, within 20 days after delivery of such Mortgages to Collateral Agent, evidence of title reasonably satisfactory to Collateral Agent to verify such Restricted Person's title to not less than ninety percent (90%) of the net present value of the proved reserves of the Oil and Gas Properties subject to such Mortgages. With respect to such Restricted Person's title to such Property, such evidence may include check stubs, revenue receipts or other evidence that the Company or such Restricted Person has been receiving proceeds of production for a reasonable length of time without interruption or challenge, as well as joint interest billings or other evidence of the costs and expenses of ope▇▇▇▇▇▇▇ paid by the Company or such Restricted Person. (e) On the date hereof and at the time hereafter that any Subsidiary of any Company is created or acquired (other than an Unrestricted Subsidiary) and to the extent such Restricted Person is required to do so pursuant to the IndentureSenior Credit Documents, the Security Documents Company and any Subsidiaries of the Company (if as applicable) shall execute and deliver to Collateral Agent for the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees ratable benefit of each Holder (or to the terms Senior Agent (or the Collateral Agent if the Obligations under the Senior Credit Documents have been paid in full and the obligations of the Security Documents (including lenders under the provisions providing for Senior Credit Agreement has been terminated) in the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 case of the Indenture as the same may be certificates described below), a stock pledge agreement in effect or may be amended from time form and substance reasonably acceptable to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent and substantially similarly to enter into the Security Documents corresponding Senior Credit Document from such Company and/or its Subsidiaries (as applicable) covering the Capital Stock in all such Subsidiaries, together with all certificates (or other evidence acceptable to Collateral Agent) evidencing the issued and outstanding Capital Stock of each such Subsidiary of every class owned by the Intercreditor AgreementCompany or such Subsidiary (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Collateral Agent shall deem necessary or appropriate to grant, evidence and to perform its obligations perfect the Liens required by Section 6.15(a) in the issued and exercise its rights thereunder in accordance therewithoutstanding Capital Stock of each such Subsidiary.

Collateral. The Notes (a) If any Borrower at any time holds or acquires a commercial tort claim not shown on Schedule 5.23, such Borrower agrees to promptly notify Lender in writing of the details thereof, and in such writing such Borrower shall grant to Lender, a security interest in such commercial tort claim and in the Note Guarantees are secured by Proceeds (as defined in the Note Liens on the CollateralUCC) thereof, subject to Permitted Liens and the exclusion of Excluded Property, on all upon the terms of this Agreement. (b) If any Borrower becomes a beneficiary under any letter of credit not shown on Schedule 5.24 hereto, such Borrower agrees to promptly notify Lender, and conditions set forth in upon request by Lender, such Borrower agrees to either (i) cause the Indenture, issuer of such letter of credit to consent to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date assignment of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitledproceeds of such letter of credit to Lender, pursuant to an Intercreditor Agreement agreement in form and substance satisfactory to be entered into on Lender, or (ii) cause the issuer of such terms set forth in Section 9.07 letter of credit to name Lender, as the Indenture, transferee beneficiary of such letter of credit. (c) Each Borrower agrees to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralmaintain such Borrower’s rights in, and the holders of the Notes would have a Note Second-Priority Lien value of, all copyrights, patents, trademarks, other intellectual property and General Intangibles shown on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor AgreementSchedule 5.25 hereof, and to perform its obligations pay when due all payments required to maintain in effect any licensed rights. Borrowers shall provide Lender with adequate notice of the acquisition of rights with respect to any additional patents, trademarks and exercise its copyrights so that Lender may, to the extent permitted under the documentation granting such rights thereunder or Applicable Law, perfect Lender’s security interest in accordance therewithsuch rights in a timely manner. (d) Borrowers, at their expense, agree to forever warrant and defend the Collateral from any and all claims and demands of any other person, other than holders of Permitted Liens.

Collateral. (a) The Notes Borrower hereby covenants and agrees with the Lender that (i) the Borrower shall preserve and maintain the lien created by this Agreement and will protect and defend its title to the Collateral so that the lien so granted shall be and remain a continuing first priority security interest (subject to Permitted Liens) in the Collateral, (ii) the Borrower will not create, assume or suffer to exist any other lien in the Collateral except Permitted Liens, (iii) the Borrower shall maintain books and records pertaining to the Collateral in such detail, form and scope as the Lender may reasonably require, and (iv) the Borrower shall pay all taxes, assessments and other charges lawfully levied or assessed upon its properties or upon any of the Collateral when due. If, in the Lender's sole opinion any lien (other than Permitted Liens) may create an obligation having priority over the lien granted hereby, the Lender may pay such lien and the Note Guarantees are amount of such payment shall be charged to the Borrower and be secured by the Note Liens on lien granted hereby. (b) The Borrower shall comply with the following covenants regarding the Collateral, subject (i) to Permitted Liens and the exclusion extent that the Borrower shall retain possession of Excluded Propertythe Collateral, the Borrower shall keep the collateral at the places specified in Section 2.12(i); provided, however, that the Borrower may establish any other location, on written notice delivered to the terms Secured Party not less than thirty (30) days prior to establishing any such other location, if the Borrower has complied with Section 5 hereof, and conditions set forth (ii) the Borrower shall cause the Collateral to be maintained and preserved in good condition, repair and working order, excepting ordinary wear and tear. The Borrower shall, on demand therefor by the IndentureLender, deliver to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Lender any and the Security Documents. If the Issuer, the Co-Issuer, all evidence of ownership of any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the IndentureCollateral (including, the Revolving Lenders will be entitledwithout limitation, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 certificates of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, title and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust applications for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithtitle).

Collateral. The Notes Borrower and Guarantors shall: (a) at all reasonable times allow Collateral Agent or any Lender by or through any of its officers, agents, employees, attorneys, or accountants to: (i) examine, inspect, and make extracts from the Note Guarantees are secured Borrower’s and/or any Guarantor’s books and other records, including, without limitation, the tax returns of Borrower and/or any Guarantor; (ii) arrange for verification of Borrower’s and/or any Guarantor’s Accounts, under reasonable procedures, directly with Account Debtors or by the Note Liens on other methods; and (iii) examine and inspect Borrower’s and/or any Guarantor’s Inventory and Equipment, wherever located; (b) promptly furnish to Collateral Agent or any Lender upon request (i) additional statements and information with respect to the Collateral, subject and all writings and information relating to Permitted Liens or evidencing any of Borrower’s and/or any Guarantor’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as Collateral Agent or such Lender may reasonably request; (c) notify Collateral Agent in writing promptly upon the creation of any Accounts with respect to which the Account Debtor is the United States of America or any other Governmental Authority, or any foreign government or instrumentality thereof or any business that is located in a foreign country; (d) notify Collateral Agent in writing whenever a material amount of the Inventory of Borrower and/or any Guarantor is located at a location of a third party (other than a Company) that is not listed on Schedule 6.9 hereto and cause to be executed any bailee’s waiver, processor’s waiver or similar document or notice that may be required by Collateral Agent or the Lenders; (e) immediately notify Collateral Agent and the exclusion Lenders in writing of Excluded Propertyany information that Borrower and/or any Guarantor has or may receive with respect to the Collateral that might in any manner materially and adversely affect the value of the Collateral (taken as a whole) or the rights of Collateral Agent or the Lenders with respect thereto; (f) maintain Borrower’s and/or any Guarantor’s equipment in good operating condition and repair, on ordinary wear and tear excepted, making all necessary replacements thereof so that the terms value and conditions set forth operating efficiency thereof shall at all times be maintained and preserved; (g) deliver to Collateral Agent to hold as security for the Secured Obligations, within ten Business Days upon the written request of Collateral Agent, all certificated investment property owned by a Credit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent, or in the Indenture, event such investment property is in the Intercreditor Agreement (if possession of a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor securities intermediary or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, credited to a Revolving Facility First-Priority Lien on securities account, execute with the Revolving Facility First-Priority Collateralrelated securities intermediary an investment property control agreement over such securities account in favor of Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent; and (h) upon request of Collateral Agent, promptly take such action and promptly make, execute, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note deliver all such additional and further items, deeds, assurances, instruments and any other writings as Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time deem necessary or appropriate, require, including, without limitation, chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in accordance with their terms and ensure to Collateral Agent and the Indenture, Lenders their respective rights hereunder and in or to the Collateral and the Real Property. Borrower and/or any Guarantor hereby authorizes and directs the Note Collateral Agent to enter into file U.C.C. Financing Statements with respect to the Security Documents Collateral. If certificates of title or applications for title are issued or outstanding with respect to any of the Inventory or Equipment of Borrower and/or any Guarantor, Borrower and/or any Guarantor shall, upon request of Collateral Agent, (i) execute and deliver to Collateral Agent a short form security agreement, in form and substance reasonably satisfactory to Collateral Agent, and (ii) deliver such certificate or application to Collateral Agent and cause the interest of Collateral Agent to be properly noted thereon. Borrower and/or any Guarantor hereby authorizes Collateral Agent, or its respective designated agents (but without obligation by Collateral Agent to do so), to incur Related Expenses (whether prior to, upon, or subsequent to any Default or Event of Default), and Borrower shall promptly repay, reimburse, and indemnify Collateral Agent for any and all Related Expenses. If Borrower and/or any Guarantor fails to keep and maintain its Equipment in good operating condition, ordinary wear and tear excepted, Collateral Agent may (but shall not be required to) so maintain or repair all or any part of Borrower’s and/or any Guarantor Equipment and the Intercreditor Agreementcost thereof shall be a Related Expense. All Related Expenses are payable to Collateral Agent, and as applicable, upon demand therefor; Collateral Agent may, at its option, debit Related Expenses directly to perform its obligations and exercise its rights thereunder in accordance therewithany deposit account of Borrower located at Collateral Agent.

Collateral. The Notes Administrative Agent shall have received each of the following: (i) the results of a recent lien search in the jurisdiction of organization of each Loan Party and of LCA-Vision and each jurisdiction where assets of the Note Guarantees Loan Parties and LCA-Vision are secured located, and such search shall reveal no Liens on any of the assets of the Loan Parties or LCA-Vision except for liens permitted by this Agreement or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent, (ii) reasonably satisfactory pay-off letters for all existing Indebtedness required to be repaid and which confirms that all Liens upon any of the property of the Loan Parties or LCA-Vision constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit, (iii) each of (A) a Collateral Access Agreement required to be provided pursuant to Section 4.12 of the Security Agreement and (B) a deposit account control agreement required to be provided pursuant to Section 4.13 of the Security Agreement, provided that, for any deposit account maintained with a bank other than Chase, any such deposit account control agreement shall be delivered to the Administrative Agent as soon as available, but in any event no later than thirty (30) days after the Effective Date, (iv) (A) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (B) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the Note Liens on pledgor thereof, and (v) evidence that each document (including any Uniform Commercial Code financing statement) required by the CollateralCollateral Documents or under law or reasonably requested by the Administrative Agent to be filed, subject registered or recorded in order to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth create in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date favor of the Indenture on the terms permitted by the IndentureAdministrative Agent, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; provided, that, with respect to evidence of any filing, registration or recording of pledges with the Holders pursuant Israeli Registry of Pledges, such evidence shall be delivered to the IndentureAdministrative Agent as soon as available, but in any event no later than seven (7) days after the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.Effective Date,

Collateral. The Notes and Effective upon any Subsidiary becoming a Guarantor after the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureClosing Date, the Intercreditor Agreement Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (if a Revolving Credit Facility is entered intoor such later date as the Administrative Agent may agree) and to grant to the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of such Guarantor pursuant to the Indenture, the Security Documents documentation (including related certificates and (if applicableopinions) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees reasonably acceptable to the terms Administrative Agent. The Borrower will, and will cause the Borrower and each of the Security Documents (including Guarantors to, at the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in accordance with their terms any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include Cash and Cash Equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the IndentureBorrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith(g) no foreign law security or pledge agreements shall be required.

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject Subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions limitations set forth in the Indenturelast sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 3, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority CollateralBorrower shall, and shall cause each Guarantor to, grant a first (subject to Liens permitted hereby) priority security interest to the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the IndentureAdministrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 3, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees Borrower shall cause such Guarantor within ten Business Days to grant to the terms Collateral Agent for the benefit of the Security Documents Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including the provisions providing for the foreclosure and release of Collateral) real property and the Intercreditor Agreement on Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the terms set forth in Section 9.07 Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in accordance consultation with their the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the IndentureCredit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and authorizes regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and directs the Note Collateral Agent when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the Security Documents foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the Intercreditor Agreementforegoing, (v) to the extent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in adverse tax consequences to the Borrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to perform its obligations exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the benefit to the Lenders and exercise its rights thereunder other assets in accordance therewithwhich it may determine that the taking of a security interest would not be advisable. (h) Section 7.3 (Specific Defaults) of the Credit Agreement shall be amended by replacing the reference to “6.21” with a reference to “6.22”. (i) Article VII (Defaults) of the Credit Agreement shall be amended by adding a new Section 7.14 as follows:

Collateral. The Notes and (a) During any Collateral Period, on or prior to the Note Guarantees are secured by times specified below (or such later date as the Note Liens on Administrative Agent shall reasonably determine), the CollateralBorrower will cause, subject to Permitted Liens clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureParent REIT) (collectively, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture“Collateral”), to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralbe, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees subject to the terms of the Security Documents Intercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the foregoing, the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the provisions providing for the foreclosure filing and release recording of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same financing statements), which may be in effect or may be amended required by applicable Law and which the Administrative Agent may, from time to time in accordance with their during a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to perform its obligations within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.06(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and exercise its rights thereunder in accordance therewithany event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Collateral Release is to be effected, written notice that it is requesting the Collateral Release, which notice shall identify the Collateral to be released and the proposed effective date for the Collateral Release, together with a certificate signed by a Responsible Officer of the Borrower (such certificate, a “Collateral Release Certificate”), certifying that: (i) the Consolidated Leverage Ratio is either (A) less than or equal to 6.75 to 1.00 as of the last day of any two (2) consecutive fiscal quarters, or (B) less than or equal to 6.25 to 1.00 as of the last day of any fiscal quarter, in each case as reflected on the most recently delivered Compliance Certificate delivered pursuant to Section 6.02(a); and (ii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Collateral Release and immediately before and immediately after giving effect to the Collateral Release, (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the effective date of the Collateral Release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 6.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) On or after any Collateral Release Date, the Administrative Agent shall, subject to the satisfaction of the requirements of clause (d) above, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release all of the Liens granted to the Administrative Agent pursuant to the requirements of this Section 6.17, and the Collateral Documents (the “Collateral Release”). Upon the release of any Collateral pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, deliver to the Borrower, upon the Borrower’s request and at the Borrower’s reasonable expense, such documentation as may be reasonably satisfactory to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Collateral from the Loan Documents. (f) Notwithstanding the foregoing, (i) if a Collateral Trigger Date occurs in connection with a First Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of the issued and outstanding Equity Interests of the Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals fifty percent (50%) of the amount of the aggregate amount of Unsecured Indebtednessthe Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the First Limited Collateral Trigger Event and (ii) if a Collateral Trigger Date occurs in connection with a Second Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of the issued and outstanding Equity Interests of the Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals the amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the Second Limited Collateral Trigger Event.

Collateral. The Notes (a) All outstanding equity interests in whatever form of each Restricted Subsidiary (directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Note Guarantees are secured by Pledge Agreement shall have been pledged pursuant thereto (except that the Note Liens on Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the Collateral, subject to Permitted Liens and the exclusion outstanding Voting Stock of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered intoany Foreign Subsidiary) and the Security Documents. If Collateral Agent shall have received all certificates representing securities pledged under the IssuerPledge Agreement to the extent certificated, the Co-Issueraccompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All documents and instruments, any Guarantor including UCC or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted other applicable personal property and fixture security financing statements, reasonably requested by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement Collateral Agent to be entered into on filed, registered or recorded to create the Liens intended to be created by any Security Document and per- fect such terms set forth Liens to the extent required by, and with the priority required by, such Security Document and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording. (c) The Collateral Agent shall have received, in Section 9.07 respect of each Mortgaged Property: (i) a valid, issued and binding policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Indenture, to Lien of each Mortgage as a Revolving Facility First-Priority valid Lien on the Revolving Facility First-Priority CollateralMortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 or the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the holders Collateral Agent may reasonably request and (ii) evidence reasonably acceptable to the Collateral Agent of payment of all title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Notes would have a Note Second-Priority Lien on Mortgages and issuance of the Revolving Facility First-Priority Collateral. title insurance policies referred to above, in each case except to the extent delivered pursuant to Section 9.14(c). (d) The Note Borrower shall deliver to the Collateral Agent holds the Note Lien on the Collateral in trust for the benefit a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Trustee and the Holders pursuant to the IndentureBorrower, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance together with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithall attachments contemplated.

Collateral. The Notes the Guarantee and the Note Guarantees are secured by the Note Liens on the Collateral, subject Collateral Agreement is effective to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth create in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date favor of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Lender Parties a security interest in such Collateral. 10. Upon the filing of the Financing Statements in the offices of the jurisdictions listed on each such Financing Statement, each of the Financing Statements is in form sufficient to perfect a security interest in favor of Collateral Agent in that portion of the Article 9 Collateral in which a security interest may be perfected by the filing of a financing statement under Article 9 of the New York UCC, under Article 9 of the Uniform Commercial Code as adopted and in effect on the Holders date hereof in the State of Delaware (the “Delaware UCC”), and under Article 9 of the Uniform Commercial Code as adopted and in effect on the date hereof in the State of Georgia (the “Georgia UCC”). The opinions expressed herein are subject in their entirety to the following limitations, qualifications and exceptions: (a) The opinions expressed herein do not purport to cover, and we express no opinion with respect to, the applicability of Section 548 of the federal Bankruptcy Code or any comparable provision of state law, including those provisions relating to fraudulent conveyances and obligations. (b) The opinions expressed herein are also qualified to the extent that the enforceability of the Opinion Documents may be limited by the effect of (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors (including, without limitation, matters of contract rejection, fraudulent conveyances and obligations, turn-over, preference, equitable subordination, automatic stay, and substantive consolidation under federal bankruptcy laws, as well as state laws regarding fraudulent transfers, obligations, and conveyances, and state receivership laws), and (ii) general principles of equity, whether applied by a court of law or equity (including, without limitation, principles governing the availability of specific performance, injunctive relief or other traditional equitable remedies, principles affording traditional equitable defenses such as waiver, laches and estoppel, and legal standards requiring reasonableness or materiality of breach for exercise of remedies or providing for defenses based on impracticability or impossibility of performance or on obstruction or failure to perform or otherwise act in accordance with an agreement by a party thereto other than US Loan Party). (c) The opinions expressed in paragraphs 9 and 10 above are limited to transactions subject to Article 9 of the New York UCC and we express no opinion as to the validity, creation, attachment, perfection or enforceability of a security interest in collateral of type not subject to, or excluded from the coverage of, Article 9 of the New York UCC. No opinion is expressed with respect to the validity, binding effect, or enforceability of: (a) any provisions of the Opinion Documents requiring indemnification for, or providing exculpation, release, or exemption from liability for, any action or inaction by any other person or entity, to the extent such action or inaction involves negligence or willful misconduct on the part of such other person or entity or to the extent otherwise contrary to public policy; (b) any provisions of the Opinion Documents imposing interest on unpaid interest, or imposing increased interest, rates or late payment charges on delinquency in payment or other default, or providing for liquidated damaged or for termination payments or premiums on prepayment, acceleration or termination, in each case to the extent any such provisions may be deemed to be penalties or forfeitures; (c) any provisions of the Opinion Documents that have the effect of waiving the right of jury trial, statutes of limitation, marshaling of assets and similar requirements, or consenting to, or waiving objections to, the jurisdiction of certain courts, the venue or forum for judicial actions, or service of process other than in accordance with applicable law; (d) any provisions of the Opinion Documents providing that waivers or consents by a party may not be given effect unless in writing or in compliance with particular requirements, or that party’s course of dealing, course of performance, or the like or failure or delay in taking action may not constitute a waiver of related rights or provisions, or that one or more waivers may not under certain circumstances constitute a waiver of other matters of the same kind; (e) any provisions of the Opinion Documents providing that a party has a right to pursue multiple remedies without regard to other remedies elected or that all remedies are cumulative; (f) any provisions of the Opinion Documents purporting to require payment by any Loan Party of Lender Party’s expenses or attorneys’ fees except to the extent that a court determines such fees to be reasonable; (g) any provisions of the Opinion Documents providing that modifications to such documents may only be made in writing or that the provisions of such documents are severable; (h) any provisions of the Opinion Documents purporting to permit the exercise, under certain circumstances, of rights or remedies without notice or without providing opportunity to cure failures to perform; (i) any provisions of the Opinion Documents relating to rights of set off otherwise than in accordance with applicable law; (j) any provisions of the Opinion Documents purporting to require a waiver of defenses, setoffs, or counterclaims against any Lender Party; (k) any provisions of the Opinion Documents with respect to the right of either Agent or any other Lender Party to collect a deficiency except upon compliance with applicable provisions of the Uniform Commercial Code as in effect in applicable jurisdictions; (l) any provisions of the Opinion Documents purporting to require any Loan Party to waive various rights, claims, and defenses, or to provide certain remedies in favor of any Lender Party, to the extent any such waivers or remedial provisions may not be valid, binding or enforceable under applicable law; provided, however, in our opinion, the inclusion of such waivers and remedial provisions does not render any Opinion Document invalid as whole, and each Opinion Document otherwise contains remedies adequate for the practical realization of the benefits intended to be provided thereby assuming compliance by each of the Lender Parties with applicable legal requirements and procedures; (m) any provision of the Opinion Documents providing that such document is to be governed by, and construed in accordance with the laws of, the State of New York, to the extent the determination of such governing law is made pursuant to the Indenture, choice of law rules under the Security laws of jurisdiction other than the State of New York; (n) any provisions of the Opinion Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees purporting to render void any transfers of Loan Party’s rights in any Collateral in violation of the terms of the Security Opinion Documents; (o) any provisions of the Opinion Documents (including the provisions providing for reliance in respect of covenants, agreements, representations or warranties therein to be deemed to have occurred by any party not in fact so relying; (p) any provision of the foreclosure Opinion Documents purporting to grant to either Agent or any other Lender Party the power to make any decision or to take or refrain from taking any action or to give or withhold its consent to any matter in each case in the sole discretion of such Lender Party (or words to comparable effect); (q) any provision of any of the Opinion Documents granting a power of attorney to any Lender Party or purporting to characterize the assignments and release transfers effected thereby as present, irrevocable, absolute or unconditional or otherwise suggesting that the applicable Loan Party has no continuing interest in the Collateral so assigned and transferred; (r) any provision of Collateralany of the Opinion Documents to the extent that such provision constitutes waiver of illegality as a defense to performance of contract obligations; (s) any provisions of the Opinion Documents purporting to entitle either Agent or any other Lender Party to retain as additional collateral payments made by or on behalf of a Borrower contrary to instructions from or conditions imposed by a Borrower with respect to the application of such payments; or (t) any provisions of the Opinion Documents that purport to entitle either Agent or any other Lender Party to a presumption in any litigation as to its good faith, exercise of ordinary care or other determinations as to its conduct. No opinion is expressed with respect to any of the following matters: (a) any Collateral that consists of timber to be cut, goods that are or are to become fixtures, as-extracted collateral, commercial tort claims which are not identified in the Opinion Documents, collateral arising from consumer transactions, farm products, or goods subject to certificates of title, in each case as defined in the applicable Uniform Commercial Code; (b) the creation of any security interest in any Collateral that is subject to an agreement that is, or purports to be, nonassignable or nontransferable, or any Collateral that may not be assigned by its terms or under applicable law or regulation, except to the extent otherwise provided in Section 9-406(d), 9-407 and 9-408 of the applicable Uniform Commercial Code; (c) the enforceability, as against the government of the United States of America or any state thereof, of any assignment or security interest in any collateral constituting accounts or other claims against the government of the United States of America subject to the Federal Assignment of Claims Act or against any such state subject to similar laws restricting or prohibiting assignment of government claims; (d) the effect of Section 9-315 of the applicable Uniform Commercial Code with respect to any Collateral consisting of proceeds; (e) the effect of Sections 9-317,9-320 and 9-321 of the applicable Uniform Commercial Code, which permits buyers, lessees and licensees of collateral to take the same free and clear of a perfected security interest under the circumstances described therein; (f) the enforceability of those provisions of the Opinion Documents that purport to waive or vary the rules stated in Section 9-602 of the applicable Uniform Commercial Code, or providing either Agent or any other Lender Party with self-help or summary remedies without notice or opportunity for hearing or correction; (g) the effect of Section 552 of the Bankruptcy Code (11 U.S.C. §552) (relating to property acquired by a Loan Party after the commencement of a case under the United States Bankruptcy Code with respect to such Loan Party) and Section 506(c) of the Intercreditor Agreement on Bankruptcy Code (11 U.S.C. §506(c)) (relating to certain costs and expenses of a trustee in preserving or disposing of collateral); or (h) the terms effect of any provision of the Opinion Documents which is intended to establish any standard other than a standard set forth in Section 9.07 the applicable Uniform Commercial Code as the measure of the Indenture performance by any party thereto of such party’s obligations of good faith, diligence, reasonableness or care or of the fulfillment of the duties imposed on any secured party with respect to the maintenance, disposition or redemption of collateral, accounting for surplus proceeds of collateral, or accepting collateral in discharge of liabilities. The opinions expressed herein are limited to the internal laws of the States of Georgia and New York, applicable Federal laws of the United States, Article 9 of the Delaware UCC and the Delaware General Corporation Law, and we express no opinion as to the laws of any other jurisdiction or the effect any such laws may have on the matters set forth herein. This opinion is being rendered for your benefit and the benefit of your successors and assigns under the Opinion Documents, as well as any other financial institution now or hereafter directly or indirectly participating in the rights or obligations of any Lender Party under the Credit Agreement and their successors and assigns, and may not be used or relied upon, nor may copies be delivered to, any other person or entity without our express written consent except in connection with the matters set forth herein and except for copies delivered as required by any applicable regulatory authority. This opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred. This opinion is rendered as of the date hereof, and we make no undertaking to supplement this opinion if, after the date hereof, facts or circumstances come to our attention or changes in law occur that could effect the matters addressed herein. JPMorgan Chase Bank, N.A., as Pledgee (as hereinafter defined), as Administrative Agent and Collateral Agent for the Lenders (as hereinafter defined), and: such Lenders ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Luxembourg, April 30, 2007 Ladies and Gentlemen, We are issuing this opinion (the “Opinion”) in our capacity as legal counsel to FleetCor Technologies Operating Company – CFN Holding Co. S.e.n.c. a Luxembourg societe en nom collectif (general corporate partnership), incorporated on September 25, 2006, having its registered office at 560 A, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, L-2220 Luxembourg, registered with the Luxembourg Registre de Commerce et des Societes (Trade and Companies Register) under number B121519 (the “Partnership”) with respect to: - the Credit Agreement dated as of June 29, 2005, as amended and restated as of April 30, 2007 (the “Amended Credit Agreement”) among FleetCor Technologies Operating Company, LLC (“Company”), FleetCor UK Acquisition Limited, FleetCor Technologies, Inc. (“Parent”), the lenders party thereto (together with their successors and assigns, the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (“Agent”), and J.P, ▇▇▇▇▇▇ Europe Limited, as London Agent; - the Guarantee and Collateral Agreement dated as of June 29, 2005, as amended and restated as of April 30, 2007 (the “Amended Guarantee and Collateral Agreement”) among Company, Parent, the Subsidiaries of Parent party thereto, and JPMorgan Chase Bank, N.A., as Collateral Agent; - the partnership interest pledge agreement dated as of September 29, 2006, as amended and restated as of April 30, 2007 (the “Amended Pledge Agreement”) made by the Company and CFN Holding Co. (“CFN”) in favor of the Agent (the “Pledgee”), in the presence of the Partnership with respect to a first ranking pledge granted to the Pledgee; The Amended Credit Agreement, the Amended Guarantee and Collateral Agreement and the Amended Pledge Agreement are referred hereafter as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith“Agreements”.

Collateral. The Notes Obligations shall be secured by a first priority security interest in the Pledged Account, and all investment property, securities, financial assets, cash, cash equivalents, and other assets now or hereafter deposited in or credited to the Pledged Account, and on each Financed Asset acquired by the Borrower with the use of an Advance, with each such Financed Asset being deposited or credited to, and thereafter continuously maintained in, the Pledged Account. The Borrower shall execute and deliver the Security Agreement and the Note Guarantees are secured by Control Agreement (and shall cause Securities Intermediary to execute and deliver the Note Liens on Control Agreement) for the Collateral, subject to Permitted Liens and the exclusion purpose of Excluded Property, on the terms and conditions set forth granting a perfected first priority security interest in the IndenturePledged Account and all Financed Assets and other property now or hereafter deposited or credited to the Pledged Account. In addition, as a condition precedent to Agent approving any Advance for the acquisition of a Financed Asset, and for the Lenders making any Advance of Revolving Loans, the Intercreditor Agreement (if Borrower shall execute and deliver, and cause other Persons to execute and deliver, such other Collateral Documents as the Agent, in its discretion, may require to obtain a Revolving Credit Facility is entered into) perfected first priority security interest in the Financed Asset being acquired, including any security agreement, pledge agreement, control agreement, financing statement, or other agreement, document, instrument, or certificate. Notwithstanding the foregoing, provided there does not then exist any Default or Event of Default, and further provided that the Security Documents. If Borrower has delivered to the IssuerAgent a term sheet for a TOB Financing, a TEBS Transaction, or other financing related to a particular Financed Asset by a financial institution, together with such other information regarding the transaction as the Agent may reasonably require, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility Agent shall release the Lien on such particular Financed Asset upon the Agent’s receipt of such confirmation as the Agent may reasonably require that the Advance which was used to acquire such particular Financed Asset will be repaid promptly (and in no event later than two (2) Business Days) after the date release of the Indenture Lien on such particular Financed Asset. Notwithstanding the terms permitted by the Indenturerelease of any individual Financed Asset, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority CollateralPledged Account and all other Financed Assets, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithshall remain effective.

Collateral. The Notes Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected, and enforceable Liens on all issued and outstanding equity interests of the Borrower and its Subsidiary and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Guarantor in all of their accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory equipment, fixtures, commercial tort claims, real estate and certain other Property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) prior to the occurrence of any Default or Event of Default, Liens on local ▇▇▇▇▇ cash accounts maintained by the Borrower and the Note Guarantees are secured Guarantors in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $100,000 in the aggregate and Liens on payroll accounts maintained by the Note Borrower and the Guarantors need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) prior to the occurrence of any Default or Event of Default, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $250,000 in the aggregate, (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens on the CollateralVoting Stock of a Foreign Subsidiary which, subject if granted, would cause a material adverse effect on the Borrower’s federal income tax liability shall be limited to Permitted 66% of the total outstanding Voting Stock of such Foreign Subsidiary, (iv) prior to the occurrence of any Default or Event of Default, Liens on equipment located at facilities owned or maintained by the Borrower’s co-packers shall not be perfected to the extent that the book value of any such individual item of equipment does not exceed $50,000 and the exclusion book value of Excluded Propertyall such equipment does not exceed $750,000 in the aggregate, and (v) prior to the occurrence and continuance of an Event of Default except as otherwise required by Section 8.27 hereof, liens will not be granted on patents, patent licenses, trademarks, trademark licenses and other intellectual property in each case registered in jurisdictions outside the terms and conditions United States of America. To the extent that the exceptions set forth in clauses (i), (ii), (iii) or (iv) of the Indenturepreceding sentence cease to apply as a result of the occurrence of a Default or Event of Default, such exceptions shall again be available to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Borrower and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor Guarantors when such Default or Absaloka enters into a Revolving Credit Facility after the date Event of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant Default is cured or otherwise ceases to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateralexist. The Note Collateral Agent holds Borrower acknowledges and agrees that the Note Lien Liens on the Collateral in trust shall be granted to the Administrative Agent for the benefit of the Trustee holders of the Obligations, the Hedging Liability, and the Holders Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case pursuant to the Indentureone or more Collateral Documents from such Persons, the Security Documents each in form and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees substance reasonably satisfactory to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithAdministrative Agent.

Collateral. The Notes Each of the Borrowers will not permit (i) the aggregate Tranche 2 Letter of Credit Exposure to exceed the lesser of (y) the aggregate Tranche 2 Commitments and (z) the Note Guarantees are secured by aggregate Collateral Value at such time, (ii) the Note Liens Tranche 2 Letter of Credit Exposure pertaining to it to exceed the Collateral Value in its Custodial Account, (iii) the rating of any security included within the calculation of Collateral Value to be less than the minimum rating assigned to such security on Schedule 1.1(b), or (iv) other than U.S. Government Securities, no single issue or issuer shall comprise greater than 10% of the CollateralCollateral at any time; provided that, but subject to Permitted Liens Section 9.2(c), if (A) the aggregate Tranche 2 Letter of Credit Exposure at any time shall exceed the lesser of (y) the aggregate Tranche 2 Commitments and (z) the exclusion aggregate Collateral Value at such time or (B) the Tranche 2 Letter of Excluded PropertyCredit Exposure pertaining to any Borrower at any time shall exceed the Collateral Value in such Borrower’s Custodial Account at such time, on the terms Borrowers shall have three (3) Business Days to deposit additional Collateral (or cash collateral as set forth in Section 3.8 in the event the Tranche 2 Letter of Credit Exposure exceeds the Tranche 2 Commitments) having an aggregate Collateral Value at least equal to such excess into its Custodial Account. The Borrowers may from time to time add Collateral to or sell, deliver, transfer or otherwise withdraw Collateral from its Custodial Account (including, without limitation, by trading of securities), but only so long as (x) immediately after giving effect thereto no Default or Event of Default would exist and (y) with respect to the addition or termination (or removal as Collateral) of Custodial Accounts, the Borrowers comply with any applicable restrictions and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If At any time when (i) a Collateral Value Report reveals that the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date Collateral Value of the Indenture on Collateral in a Borrower’s Custodial Account exceeds the terms permitted Tranche 2 Letter of Credit Exposure pertaining to such Borrower and (ii) no Default or Event of Default has occurred and is continuing, such Borrower may request by written notice to the Indenture, the Revolving Lenders will be entitled, pursuant Administrative Agent to an Intercreditor Agreement release Collateral having a Collateral Value equal to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralexcess, and the holders of Administrative Agent shall release and direct the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Custodian to release such excess Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect such Borrower or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform upon its obligations and exercise its rights thereunder in accordance therewithorder.

Collateral. (a) The Notes Borrower will, and will cause each of its Subsidiaries to, (i) within 60 days of the Note Guarantees are secured Effective Date provide evidence satisfactory to the Administrative Agent that substantially all Certificates of Title for each vehicle with a gross vehicle weight in excess of 40,000 pounds, including all mixer trucks and aggregate delivery trucks, owned by the Note Liens on Borrower or any Subsidiary have been submitted to the Collateral, subject to Permitted Liens and appropriate state department of motor vehicles or other regulatory authority as appropriate for the exclusion jurisdiction of Excluded Property, on location of such vehicle for the terms and conditions set forth in purpose of having the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Lenders recorded as lienholder on each of such Certificates of Title, (ii) within 30 days of the acquisition after the Effective Date of any vehicle weighing in excess of 40,000 pounds, provide evidence satisfactory to the Administrative Agent that the Certificate of Title for such newly acquired vehicle shall have been submitted to the appropriate state department of motor vehicles or other regulatory authority as appropriate for the jurisdiction of location of such vehicle for the purpose of having the Administrative Agent for the benefit of the Lenders recorded as lienholder on each such Certificate of Title; provided, that in either case of (i) or (ii) above and so long as there is no Default or Event of Default, any Certificate of Title which evidences the Holders Administrative Agent for the benefit of the Lenders as lienholder shall be returned to the Borrower, (iii) promptly upon receipt, provide to the Administrative Agent a copy of each Certificate of Title submitted pursuant to clause (i) and (ii) above showing the IndentureAdministrative Agent as lienholder and (iv) use reasonably commercial efforts to provide to the Administrative Agent within 60 days of the Effective Date landlord's consents to the assignment of leasehold estates not pledged pursuant to Section 4.01(c)(iv) and to execute leasehold deeds of trust or mortgages, subject only to Permitted Liens, granting a first priority perfected security interest in such leasehold interests. (b) Upon acquisition of any (i) fee interest in any real property or (ii) material leasehold interest in any real property used in the operation (as opposed to administration) of the business of the Borrower or any Subsidiary, the Borrower will, and will cause each of its Subsidiaries to, (y) execute in form and substance reasonably satisfactory to the Administrative Agent, a deed of trust or mortgage, as applicable, in respect of such fee interest and (z) use reasonably commercial efforts to execute in form and substance reasonably satisfactory to the Administrative Agent, a leasehold deed of trust or mortgage, as applicable, in each case granting a first priority perfected Lien on such property as collateral for the Loans, subject only to Permitted Liens. (c) The Borrower will, and will cause each of its Subsidiaries to, use reasonably commercial efforts in negotiating any material new lease or the renewal or extension of any existing lease covering real property to provide in such lease that the interest of the lessee may be hypothecated without any further approval of the landlord. (d) The Borrower shall provide to the Administrative Agent certified copies of Requests for Information or Copies (Form UCC-11) or equivalent commercially obtained reports, dated within 90 days of the Effective Date listing all effective financing statements which name any of the Borrower or any Founding Company or any of their Subsidiaries (under any of their present names and any previous names) as debtor and which are filed in all jurisdictions in which the Borrower or any of its Subsidiaries owns property or conducts business, together with copies of such financing statements. (e) The Borrower shall provide to the Administrative Agent, upon request, a bring down or date down certificate to any preliminary title reports provided pursuant to Section 4.01(q), as evidence to the Administrative Agent of satisfactory release of any financing or tax lien encumbering any property subject to the Security Documents and (if applicabledelivered pursuant to Section 4.01(c)(iv)." 3. Amendment to Section 6.02(d). Section 6.02(d) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Credit Agreement on the terms set forth is restated in Section 9.07 of the Indenture its entirety to read as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.follows:

Collateral. The (a) From and after the Issue Date and the consummation of the Merger, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees are when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, the Guarantees and the Security Documents, shall be secured by the Note Liens a Lien on the CollateralFixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to Permitted Liens Liens, as provided in this Indenture and the exclusion of Excluded PropertySecurity Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the terms Issue Date or thereafter and conditions set forth in will be secured by all of the Indenture, Collateral pledged pursuant to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. If the The Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Holders pursuant Collateral Agent is hereby authorized and directed to the Indenture, execute and deliver the Security Documents and (if applicable) the Intercreditor AgreementAgreements. Each Holderholder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. (b) Each holder, by accepting this Noteits acceptance of any Notes and the Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including including, without limitation, the provisions providing for the foreclosure and release of Collateral) Collateral and the Intercreditor Agreement on automatic amendments, supplements, consents, waivers and other modifications thereto without the terms set forth in Section 9.07 consent of the Indenture holders) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, this Indenture and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder under the Security Documents and the Intercreditor Agreements in accordance therewith, binding such holder to the terms thereof. (c) The Trustee and each holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder. (d) For the purposes of holding any hypothec granted pursuant to the laws of the Province of Quebec, each of the holders hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent to act as the hypothecary representative of the holders as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Collateral Agent under any related deed of hypothec. The Collateral Agent shall have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Collateral Agent in its capacity as hypothecary representative pursuant to any such deed of hypothec and applicable law. Any person who becomes a holder in accordance with the terms of this Indenture, shall be deemed to have consented to and confirmed the Collateral Agent as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified as of the date it becomes a holder, all actions taken by the Collateral Agent in such capacity. The substitution of the Collateral Agent pursuant to the provisions of Article VII shall also constitute the substitution of the Collateral Agent as hypothecary representative as aforesaid without any further act or formality being required to appoint such successor Collateral Agent as the successor hypothecary representative for the purposes of any then-existing deeds of hypothec.

Collateral. The Notes (i) Without the consent of any other person, but subject to the terms of any applicable Intercreditor Agreement, the applicable Credit Party or Parties and the Note Guarantees are secured by the Note Liens on the CollateralAdministrative Agent and/or Collateral Agent may (in its or their respective sole discretion), subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indentureshall, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralextent required by any Loan Document enter into any amendment or waiver of any Loan Document, and or enter into any new agreement or instrument, to effect the holders granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note any security interest in any Collateral Agent holds the Note Lien on the or additional property to become Collateral in trust for the benefit of the Trustee Secured Parties, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable Requirements of Law. (ii) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5.10 and 5.11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings, the Borrowers and the Holders Restricted Subsidiaries by the time or times at which any such requirement would otherwise be required to be satisfied under this Agreement or any Security Document. (iii) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement and the payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and unasserted expense reimbursement obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and (C) Letters of Credit that have been cash collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the applicable Issuing Bank), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 10.02), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the second following sentence), (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the IndentureSecurity Documents, or (vii) if such assets constitute Excluded Property. Any such release shall not in any manner discharge, affect or impair the Security Documents and Obligations or any Liens (if applicableother than those being released) upon (or obligations (other than those being released) of the Intercreditor Agreement. Each HolderCredit Parties in respect of) all interests retained by the Credit Parties, by accepting this Noteincluding the proceeds of any sale, consents and agrees all of which shall continue to constitute part of the Collateral except to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time extent otherwise released in accordance with their terms the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall be released from the Guarantees upon consummation of any transaction not prohibited by this Agreement resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or upon becoming an Excluded Subsidiary. The Lenders hereby authorize the Administrative Agent and the IndentureCollateral Agent, as applicable, to, and authorizes the Administrative Agent and directs the Note Collateral Agent agree to, execute and deliver any instruments, documents and agreements necessary or desirable or reasonably requested by the Borrowers to enter into evidence and confirm the Security Documents release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithwithout any representation or warranty of any such Agent or Lender.

Collateral. The Notes and Except as provided in subsection (i) of the Note Guarantees are paragraph captioned "General Conditions to Fund the Loans" regarding the First Priority Assignment of Partnership Interests, the Loans shall be secured by the Note Liens on Third Priority Assignment of Partnership Interests, PROVIDED, HOWEVER, that further pledges of Owner's partnership interests shall be permitted so long as the Collateralsame are subject and subordinate to Operator's collateral pledges described herein. A transfer of partnership interests in the Owner to ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or his assignee) shall be permitted under the Management Agreement without the prior consent of the Operator. Owner and Operator hereby acknowledge, subject for themselves and any assignee, successor or assign of their respective interests in the collateral described herein, that the rights of each holder of an interest in such collateral, relative to Permitted Liens and competing or conflicting rights of other holders of an interest in the exclusion of Excluded Propertycollateral, on shall be governed by the terms and conditions set forth in the Indenture, of the Intercreditor Agreement (if between Operator and Dunin, a Revolving Credit Facility copy of which attached hereto as EXHIBIT 1.22 E and is entered into) and the Security Documentsincorporated herein by this reference. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date As additional collateral to Operator for repayment of the Indenture Loans, Operator may require that upon satisfaction of the construction loan, Owner shall provide a first priority mortgage lien on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, Hotel Unit securing all principal and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant interest then owed to the IndentureOperator under the Loans, which mortgage shall be in form and substance substantially similar to the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, form mortgage attached hereto as EXHIBIT 1.22C. Neither a breach by accepting this Note, consents and agrees to Operator of the terms of the Security Documents Management Agreement, nor the termination of the Management Agreement shall impair Operator's right to require or maintain such a mortgage. In the event that such additional collateral shall be required by Operator, all costs relating to such mortgage (including including, without limitation, attorney's fees, recording costs and taxes) shall be borne by both parties in equal amounts. Upon the provisions providing for perfection of such first mortgage lien on the foreclosure and release Hotel Unit, the First Priority Assignment of Collateral) Partnership Interests, the Third Priority Assignment of Partnership Interests and the Intercreditor ▇▇▇▇▇▇▇ ▇▇▇▇▇ Guaranty in favor of Operator shall be discharged. In the event that the Management Agreement is terminated prior to the expiration of the Term thereof for any reason other than a breach of the Management Agreement by Operator (failure to pay the Owner's Target Return shall not be considered a breach for this purpose) or the sale of the Hotel Unit, the outstanding balance of the three (3) Loans shall be paid in quarterly installments based on a twenty (20) year amortization schedule and the interest rates established herein above, with all accrued and unpaid interest and outstanding principal becoming due and payable in full in a final balloon payment on the terms set forth in Section 9.07 fifth (5th) anniversary of the Indenture date that Operator ceases to occupy the Premises, provided Owner provides Operator the collateral described hereinabove, which collateral shall not be required to include a mortgage lien on the Hotel Unit so long as the same may be in effect or may be amended from time construction loan thereon has not been fully repaid. In the event that the Management Agreement is terminated prior to time in accordance with their terms and the Indenture, and authorizes and directs expiration of the Note Collateral Agent to enter into Term thereof as a consequence of Operator's breach of the Security Documents and the Intercreditor Management Agreement, the Loans shall be repaid from Net Operating Profit as specified in the Management Agreement provided that Owner provides Operator the collateral described hereinabove, which collateral shall not be required to include a mortgage lien on the Hotel Unit so long as the construction loan thereon has not been fully repaid. Nothing herein is intended to preclude Owner from setting off against the Loans any damages in connection with such a breach. In the event that the Management Agreement is terminated prior to the expiration of the Term thereof in connection with the sale of the Hotel Unit, the outstanding balance of the Loans and to perform its obligations all accrued interest thereon shall become immediately due and exercise its rights thereunder in accordance therewithpayable.

Collateral. The Notes respective liens and the Note Guarantees are secured by the Note Liens on the Collateral, subject security interests granted to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust (for the benefit of the Trustee and the Holders Secured Parties) pursuant to the Indenture, Collateral Documents (a) constitute as to personal property included in the Security Documents Collateral a valid security interest and (if applicableb) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees constitute as to the terms Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Property, in each case to the extent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Security Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (including i) with respect to any property that can be perfected by filing, upon the provisions providing for filing of financing statements in the foreclosure and release filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control, upon execution of Collateral) the Control Agreement and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Depositary Agreement, and (iii) with respect to perform its obligations any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and exercise its in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights thereunder of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (i) Title Exceptions and Permitted Liens described in accordance therewithclauses (a) and (e) of the definition of "Permitted Liens," (ii) to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens" and (iii) with respect to Borrower's membership interest in Rocky Mountain Borrower, the Permitted Liens described in clause (i) of the definition of "Permitted Liens." Except to the extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents, and on the Closing Date all such filings or recordings will have been made to the extent Collateral Agent's security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of the Lien and security interest described above by possession or control to the extent contemplated by the Collateral Documents.

Collateral. (a) The Notes Collateral shall be held in the name of the Bank or any nominee designated by it, and except to the Note Guarantees are secured extent specifically provided herein the Company shall have no right to the release or withdrawal thereof. (b) The Bank is hereby authorized to sell all or any designated part of the Collateral held by it under this Agreement: (1) so long as no Event of Default exists, upon receipt by the Note Liens on Bank of a request from the CollateralCompany ordering such sale, or (2) subject to Permitted Liens and the exclusion provisions of Excluded PropertySection 9.02(e)(5), on upon a determination by the terms and conditions set forth in the IndentureBank, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the occurrence and during the continuance of an Event of Default, that such sale is necessary to reimburse the Bank for the nonpayment of any Obligation when required to be paid under this Agreement or other Loan Document. (c) Any request for sale of the Collateral or part thereof as provided in subclause (1) of subsection (b) of this Section must be received by the Bank no later than 10:00 a.m. (San Francisco, California time) one Business Day (or such earlier time as the Bank may agree in a particular instance in its sole discretion) prior to the proposed date of the Indenture on sale. The Bank shall not have any responsibility or liability to the terms permitted by Company for any penalties, breakage costs, or losses (whether resulting from a fluctuation in interest rates, market values, or otherwise) in connection with any sales. (d) Except to the Indentureextent the Company has designated the specific items of Collateral which are the subject of any such sale (which the Company may do so long as no Default or Event of Default exists), the Revolving Lenders will Bank shall be entitled, pursuant entitled in its sole discretion to an Intercreditor Agreement to be entered into on designate the items of Collateral held by it which is the subject of any such terms set forth in Section 9.07 sale. (e) The net proceeds of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders sale of any part of the Notes would have Collateral shall be held in a Note Second-Priority Lien on Pledged Deposit pending reinvestment or, if in a Pledged Deposit that is a time account for the Revolving Facility First-Priority Collateralperiod of such time account, released under Section 8.04(a), or credited to the payment of Obligations due and payable. (f) Any notices from Company to the Bank relating to the Collateral shall be in writing or by telephone (promptly confirmed in writing). The Note Collateral Agent holds the Note Lien on the Collateral in trust Bank shall not incur any liability for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time acting in accordance with their terms and any telephonic instructions reasonably believed by the Indenture, and authorizes and directs Bank in good faith to have been given by an individual authorized by the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithCompany.

Collateral. The Notes and Effective upon any Subsidiary becoming a Guarantor after the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureClosing Date, the Intercreditor Agreement Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (if a Revolving Credit Facility is entered intoor such later date as the Administrative Agent may agree) and to grant to the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties a second (subject to Permitted Liens) priority security interest in all assets (including real property and the Holders Capital Stock of its Subsidiaries) of such Guarantor pursuant to the Indenture, the Security Documents documentation (including related certificates and (if applicableopinions) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees reasonably acceptable to the terms Administrative Agent. The Borrower will, and will cause the Borrower and each of the Security Documents (including Guarantors to, at the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 expense of the Indenture as Borrower, make, execute, endorse, acknowledge, file and/or deliver to the same may be in effect or may be amended Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in accordance with their terms any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the IndentureBorrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith(g) no foreign law security or pledge agreements shall be required.

Collateral. The Notes No later than 30 days after the Closing Date, the Company (i) shall grant and cause each of its Subsidiaries to grant to the Note Guarantees are secured by Agent, for the Note Liens on prorata benefit of the CollateralBanks, as security for the Obligations, and subject to Permitted Liens Liens, a first lien upon and security interest in all of the exclusion assets of Excluded Propertyevery description (whether now or hereafter existing or acquired) of the Company and its Subsidiaries, and (ii) at its expense, execute and deliver and cause to be executed and delivered to the Agent such security agreements, pledge agreements, UCC financing statements, stock or bond powers, waivers and consents, opinions of counsel and other documents as the Agent or the Required Banks shall request (collectively, "Collateral Documents"), and take such further action as may be required under applicable law, or as the Agent or the Required Banks may request, in order to grant, preserve, protect and perfect the validity and first priority of the security interests created pursuant to such Collateral Documents; it being understood, that the grant of such lien and security interest shall only be effective on the terms and conditions set forth in occurrence of the Indenture, the Intercreditor Agreement earlier of (if a Revolving Credit Facility is entered intoa) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor Default or Absaloka enters into a Revolving Credit Facility after Event of Default or (b) Trigger Event (the date of such effectiveness is hereinafter referred to as the Indenture "Attachment Date"). Notwithstanding the foregoing, (A) the Company shall not be required to grant or cause any of its Subsidiaries to grant to the Agent a lien upon or security interest in real property (except, however, insofar as personal property constitutes fixtures), (B) no UCC financing statements, security agreements or other Collateral Documents shall be filed or made of record before the Attachment Date (but shall be filed and made of record on or after the terms permitted by Attachment Date as the IndentureAgent shall determine; the Agent shall give notice of such filing to the Company, but the Revolving Lenders will be entitled, failure to give such notice shall not affect the validity or effectiveness of such filing) and (C) the Company shall make disclosure of the grant of liens and security interests and the conditions of their effectiveness pursuant to an Intercreditor Agreement to this Section 7.15 in its filings with the SEC and in its financial statements, and, additionally, in other public documents where such disclosure is required or where its omission would be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithmisleading.

Collateral. The Notes and (a) During any Collateral Period, on or prior to the Note Guarantees are secured by times specified below (or such later date as the Note Liens on Administrative Agent shall reasonably determine), the CollateralBorrower will cause, subject to Permitted Liens clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureParent REIT) (collectively, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture“Collateral”), to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralbe, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees subject to the terms of the Security Documents Intercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the foregoing, the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the provisions providing for the foreclosure filing and release recording of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same financing statements), which may be in effect or may be amended required by applicable Law and which the Administrative Agent may, from time to time in accordance with their during a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to perform its obligations within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.07(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and exercise its rights thereunder in accordance therewithany event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Collateral Release is to be effected, written notice that it is requesting the Collateral Release, which notice shall identify the Collateral to be released and the proposed effective date for the Collateral Release, together with a certificate signed by a Responsible Officer of the Borrower (such certificate, a “Collateral Release Certificate”), certifying that: (i) the Consolidated Leverage Ratio is either (A) less than or equal to 6.75 to 1.00 as of the last day of any two (2) consecutive fiscal quarters, or (B) less than or equal to 6.25 to 1.00 as of the last day of any fiscal quarter, in each case as reflected on the most recently delivered Compliance Certificate delivered pursuant to Section 6.02(a); and (ii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Collateral Release and immediately before and immediately after giving effect to the Collateral Release, (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the effective date of the Collateral Release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 6.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) On or after any Collateral Release Date, the Administrative Agent shall, subject to the satisfaction of the requirements of clause (d) above, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release all of the Liens granted to the Administrative Agent pursuant to the requirements of this Section 6.17. and the Collateral Documents (the “Collateral Release”). Upon the release of any Collateral pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, deliver to the Borrower, upon the Borrower’s request and at the Borrower’s reasonable expense, such documentation as may be reasonably satisfactory to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Collateral from the Loan Documents. (f) Notwithstanding the foregoing, (i) if a Collateral Trigger Date occurs in connection with a First Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of the issued and outstanding Equity Interests of the Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals fifty percent (50%) of the amount of the aggregate amount of Unsecured Indebtednessthe Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the First Limited Collateral Trigger Event and (ii) if a Collateral Trigger Date occurs in connection with a Second Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of the issued and outstanding Equity Interests of the Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals the amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the Second Limited Collateral Trigger Event.

Collateral. The Notes (a) As security for repayment of all of the Loans and all other Obligations, Borrower shall grant to Lender a first and exclusive Lien, subject only to the Permitted Prior Liens (i) in all of its equipment, fixtures, furnishings and wares now owned or hereafter located at the Restaurants, and proceeds thereof; and (ii) on its fee interest in the real property legally described on Schedule 4.13 ("Fee Property"), together with all improvements and fixtures now owned or hereafter used or acquired by Borrower in the ownership, operation or maintenance of the Fee Property and the Note Guarantees are secured restaurant located or to be located thereon. (b) In the event a Qualifying IPO does not occur by June 30, 2002, Borrower shall grant to Lender a first and exclusive lien on its fee or leasehold interest, as the Note Liens on the Collateralcase may be, subject only to the Permitted Prior Liens in the various parcels of real property on which the Restaurants are located and, in connection therewith: (i) Lender shall review and approve title to the Restaurant's premises and approve any lease of said premises. As to each lease of the Restaurant's premises, Lender may require in its discretion, without limitation, that: (1) Borrower shall be the owner and holder of the lessee's interest, free and clear of any Liens, except for the Permitted Prior Liens. (2) The landlord shall own the fee interest in the leased premises free and clear of any Liens, provided, that if any Liens exist the holder or holders thereof shall execute and deliver to Lender such consent and estoppel instruments as Lender may reasonably require; and further provided, that any underlying leases be approved by Lender in its reasonable discretion and the exclusion holder or holders of Excluded Propertythe lessor's interest in any such lease shall execute and deliver to Lender such consent and estoppel instruments as Lender may require in its discretion; (ii) Lender shall receive a Deed of Trust encumbering Borrower's interest in the Restaurant's premises and such Deed of Trust, on shall be recorded or perfected in the manner required by state and local law to establish a valid first priority Lien, superior to the rights of any third party or any subsequent lienholder, except for the Permitted Prior Liens; (iii) Each such Deed of Trust against a Restaurant shall be insured by a title insurance policy acceptable in form and substance to Lender issued by a title insurance company of Lender's choice in an amount and with such endorsements as Lender deems appropriate in its sole discretion; (iv) Lender shall be granted, by instruments satisfactory to Lender, a perfected first priority security interest (except for the Permitted Prior Liens) in all furniture, furnishings, equipment, and leasehold improvements located at the Restaurant; (v) Borrower shall execute such other documents as Lender may reasonably require, such as an agreement supplementing this Agreement with terms and conditions set forth with specific application to the Restaurant. (vi) Lender may require in its discretion that it receive a legal opinion of Borrower's counsel with respect to each Deed of Trust covering a Restaurant addressing such matters as Lender may require; (vii) Lender shall have received insurance certificates and lender loss payable endorsements in forms satisfactory to Lender to the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms effect set forth in Section 9.07 6.5 with respect to the Restaurant; (viii) Lender shall have received an environmental questionnaire satisfactory to Lender, together with the results of any additional environmental testing required by Lender satisfactory to Lender with respect to such Restaurant, and a certificate and indemnity regarding hazardous substances in form and substance satisfactory to Lender with respect to each such Restaurant; and (ix) Lender shall have received a questionnaire and disclosure statement regarding compliance by such Restaurant with the Americans with Disabilities Act of 1990, all state and local laws or ordinances relating to handicapped access or any statute, law, regulation, ordinances, or order of Governmental Bodies or order of decree of any court adopted or enacted with respect thereto in a form satisfactory to Lender, together with a certificate of compliance and indemnity regarding access laws in form and substance satisfactory to Lender with respect to each such Restaurant. (c) Lender acknowledges that, with respect to taking leasehold mortgages against Borrower's leasehold interests in certain of the Indenturereal property on which Restaurants are located ("Leased Sites"), the lease with respect to such a Leased Site may require the consent of the landlord to a Revolving Facility First-Priority Lien on leasehold mortgage and that the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant landlord may not be obligated to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to give such consent under the terms of the Security Documents (including lease. In such a case, Borrower shall exercise its reasonable best efforts to obtain the provisions providing for the foreclosure requisite landlord consent and release shall inform Lender in writing of Collateral) its efforts to obtain such consent and the Intercreditor Agreement landlord's responses. If, after consultation with Borrower, Lender determines, in its sole discretion, that Borrower has exercised its best efforts to obtain such consent and that such consent is not obtainable from such landlord, then a leasehold mortgage on such Leased Site shall not be required. In the terms set forth in Section 9.07 event seven or more leasehold mortgages on Leased Sites are not obtained by October 31, 2002 and a Qualifying IPO has not occurred, then Lender may declare an Event of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithDefault hereunder.

Collateral. The Notes (a) Except for the Security Interest granted hereunder, each Debtor is, as to all Collateral presently purported to be owned by it, the owner, or in the case of leased or licensed assets, the lessee or licensee, of such Collateral (except for licenses granted by any Debtor in the ordinary course of business or as otherwise disclosed in the Securities Purchase Agreement) free and clear of any Liens (other than Permitted Liens), and are fully authorized to grant the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions Security Interest. Except as otherwise set forth in the IndentureSecurities Purchase Agreement, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, there has been no adverse decision to any Guarantor Debtor’s claim of ownership rights in or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant exclusive rights to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on use the Collateral in trust for any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the benefit best knowledge of any Debtor, threatened before any Governmental Authority. (b) The Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Trustee Collateral consistent with past practices. (c) The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral except as otherwise permitted or required under the Securities Purchase Agreement or any other Transaction Document. The Debtors shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) So long as this Agreement shall be in effect, the Debtors shall not execute and the Holders pursuant shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the Indenture, extent filed or recorded in favor of the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule I represent all of the Security Documents capital stock and other equity interests of the Company Subsidiaries, and represent all capital stock and other equity interests owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable (including the provisions providing for the foreclosure and release of Collateral) as applicable), and the Intercreditor Agreement Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any Lien except for Permitted Liens. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the other Transaction Documents. (f) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties, in sufficient detail, of any material change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the terms set forth in Section 9.07 value of the Indenture Collateral or on the Secured Parties’ security interest therein. Upon not less than five Business Days’ prior notice, each Debtor shall permit the Secured Parties and their representatives and agents to inspect the Collateral at any time during normal business hours, and to make copies of records pertaining to the Collateral as the same may be in effect or may be amended reasonably requested by a Secured Party from time to time time. (g) All information heretofore or herein supplied to the Secured Parties by or on behalf of the Debtors with respect to the Collateral is accurate and complete in accordance with their terms and all material respects as of the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithdate furnished.

Collateral. (a) The Notes Indebtedness shall be secured by first and prior liens on substantially all assets of the Borrower and the Note Guarantees are secured Guarantors, including Oil and Gas Properties representing not less than 80% (by NPV) of the Oil and Gas Properties evaluated in the most recent Reserve Report. The Borrower agrees to deliver, and agrees to cause its Subsidiaries to deliver, such mortgages, deeds of trust, security agreements, financing statements and other security documents, in each case as may be requested by the Note Administrative Agent and in form and substance satisfactory to the Administrative Agent. In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as contemplated by Section 8.11(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (by NPV) of the Oil and Gas Properties evaluated in the most recently completed Reserve Report. In the event that the Mortgaged Properties do not satisfy such 80% (by NPV), then the Borrower shall, and shall cause each Subsidiary to, grant, within forty‑five (45) days of delivery of the certificate required under Section 8.11(b), to the Administrative Agent as security for the Indebtedness a first‑priority Lien interest (provided that Excepted Liens on of the Collateraltype described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Permitted Liens the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureSecurity Instruments such that after giving effect thereto, the Intercreditor Agreement Borrowing Base Properties will satisfy such 80% (if a Revolving Credit Facility is entered intoby NPV). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all 87 in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) and counterparts for recording purposes. (b) In the Security Documents. If event that the IssuerBorrower or any of its Subsidiary forms or acquires any Subsidiary, the Co-Issuer, any Guarantor Borrower or Absaloka enters into a Revolving Credit Facility after such Subsidiary shall promptly cause such new Subsidiary to guarantee the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders Indebtedness pursuant to the IndentureGuaranty Agreement and to grant a first and prior lien on its Oil and Gas Properties and other assets as required by Section 8.13(a) provided, that the Borrower or any Subsidiary shall not be required to comply with this Section 8.13(b) with respect to any Subsidiary formed for the purpose of entering into a merger agreement so long as: (A) such formed Subsidiary does not have any material assets or liabilities, other than such merger agreement, (B) no Loan Party guarantees or otherwise becomes liable in respect of any Debt or any other obligations, or grants any Lien on any of its property to secure any Debt of or other obligations of, or provide any other form of credit support to such formed Subsidiary, (C) consummation of the transactions contemplated by such merger agreement would not cause the Borrower or any Subsidiary to fail to comply with Section 9.06 and (D) such formed Subsidiary either (y) becomes a Loan Party and otherwise complies with the Credit Agreement substantially concurrently with the closing of such merger agreement, or (z) is dissolved or becomes a Loan Party within thirty (30) days after any termination of such merger agreement. In connection with any such guaranty, the Security Documents Borrower or such Subsidiary shall, or shall cause such new Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such new Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (if applicableiii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Intercreditor AgreementAdministrative Agent. (c) The mortgages and deeds of trust delivered by the Borrower and other Loan Parties pursuant to this Agreement shall expressly exclude from the description of the collateral covered thereby, and shall not otherwise encumber, any Building which is not a Designated Building (as each such term defined below in this subsection (c)). Each HolderIf requested by the Administrative Agent, the Borrower shall, and shall cause the applicable Loan Party to, provide the following with respect to each Designated Building (as hereinafter defined): (i) (A) information and documentation sufficient to obtain a standard life of loan flood hazard determination certificate issued by accepting this Note, consents and agrees a flood hazard certification firm acceptable to the terms Administrative Agent (a “SFHD”) for such parcel or other portion of the Security Documents Mortgaged Property upon which is located any Designated Building and (including B) an SFHD indicating that the provisions providing for Designated Building is not located in a Special Flood Hazard Area, as defined in the foreclosure and release Flood Disaster Protection Act of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture 1972 (as the same may be now or hereafter in effect or may be amended any successor statute thereto, the “FDPA”), or (ii) if the SFHD indicates that the Designated Building is located in a Special Flood Hazard Area, (A) a written notice of that fact, acknowledged by the Company and any applicable Guarantor, (B) evidence of adequate flood insurance on the Designated Building and its contents located on the Oil and Gas Properties and (C) such other information required by the Administrative Agent or any Lender for compliance with (1) any applicable requirements of the FDPA or other similar applicable laws, rules or regulations, or (2) promptly following written notice thereof from time to time the Administrative Agent or any Lender, any applicable requirements of the Administrative Agent or any Lender in accordance with their terms the Administrative Agent's or such Lender's standard policies and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithpractices.

Collateral. (i) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees are thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by the Note second-priority Liens on the Collateraland security interests, subject to Permitted Liens Liens, as and to the extent provided in the Security Documents which the Issuer and the exclusion Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of Excluded Property, on the terms this Indenture and conditions set forth in the shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Security Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents. If the IssuerDocuments (collectively, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority “Excluded Collateral, ”). (ii) The Issuer and the holders of Subsidiary Guarantors hereby agree that the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on Trustee shall hold the Collateral in trust for the benefit of all of the Trustee Holders and the Holders Trustee, in each case pursuant to the Indenture, terms of the Security Documents and (if applicable) the Intercreditor Agreement. . (iii) Each Holder, by accepting this Noteits acceptance of any Notes and the Guarantees thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for foreclosure, the foreclosure and release exercise of Collateral) remedies and the Intercreditor Agreement on the terms set forth in Section 9.07 application of the Indenture proceeds) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms terms, agrees that the Collateral Trustee is hereby authorized to execute and deliver the Security Documents and the Indenture, Intercreditor Agreement and authorizes and directs the Note Collateral Agent Trustee to enter into perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith. Furthermore, the Issuer and the Subsidiary Guarantors and the Holders, by their acceptance of the Notes acknowledge and agree that the Collateral Trustee shall have no obligation to take any action pursuant to any Security Document or the Intercreditor Agreement unless the Collateral Trustee is directed to do so by the Holders of more than [50%] in principal amount of the Notes. (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Security Documents in respect of the Trustee and the Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder. (v) The Issuer and the Subsidiary Guarantors hereby direct the Trustee to execute, deliver and perform its obligations under the Intercreditor Agreement on the Issue Date and thereafter on behalf of the trust. The Holders, by their acceptance of such Notes acknowledge and agree that the Trustee and/or Collateral Trustee shall execute, deliver and perform its obligations under the Intercreditor Agreement and shall do so solely in its capacity as Trustee or Collateral Trustee, as applicable, and not in its individual capacity. Furthermore, the Issuer, the Subsidiary Guarantors and the Holders, by their acceptance of such Notes acknowledge and agree that neither the Trustee nor the Collateral Trustee shall have any obligation to take any action or to direct the Collateral Trustee to take any action, pursuant to the Intercreditor Agreement unless directed to do so by the Holders of more than [50%] in principal amount of the Notes. (vi) The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby direct the Collateral Trustee to execute, deliver and perform its obligations under and make any representations in the Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents delivered to it from time to time by the Issuer and the Subsidiary Guarantors, and shall do so solely in its capacity as Collateral Trustee and not in its individual capacity. The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby agree that the Collateral Trustee shall have no obligation to (i) execute any landlord lien waivers and any other collateral documents that may affect the rights or protections of the Collateral Trustee, (ii) take any action pursuant to any Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act from the the Holders of more than [50%] in principal amount of the Notes and (iii) take any action pursuant to any landlord lien waiver or similar collateral document (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act from the Holders of more than [50%] in principal amount of the Notes. (vii) Delivery of notices, instruments, agreements, certificates and documents of any nature whatsover other than Officers’ Certificates to the Collateral Trustee under the Security Documents, the Intercreditor Agreement or any other collateral document is for informational purposes only and its receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or any other Person’s compliance with any of its covenants hereunder or thereunder. The Collateral Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise the Issuer’s or any other Person’s compliance with respect to any reports, information or other documents delivered to the Collateral Trustee under such document; provided, however, to the extent the Collateral Trustee receives written notice from the Issuer of any events which would constitute certain Defaults, their status and what action the Company is taking or proposing to take in respect thereof, the Collateral Trustee shall be obligated to perform its obligations and exercise its rights thereunder with respect thereto in accordance therewithwith the terms and conditions of the Indenture, the Security Documents and the Intercreditor Agreement.

Collateral. (a) The Notes Collateral includes all of the Equity Interests in, and all of the Note Guarantees are secured by tangible and intangible assets of, the Note Liens on the Collateral, subject to Permitted Borrower. (b) The Liens and security interests granted to the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust (for the benefit of the Trustee and the Holders Senior Secured Parties) pursuant to the IndentureSecurity Documents (i) constitute, as to personal property included in the Collateral, a valid first-priority security interest in such personal property and (ii) constitute, as to the Mortgaged Property included in the Collateral, a valid first-priority Lien of record in the Mortgaged Property, in each case subject only to Permitted Liens. (c) The security interest granted to the Collateral Agent (for the benefit of the Senior Secured Parties) pursuant to the Security Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of UCC financing statements in the filing offices identified in Schedule 5.12(c), (ii) with respect to any Account Collateral that can be perfected solely by control, upon execution of the Accounts Agreement and (iii) with respect to any property (if applicableany) that can be perfected solely by possession, upon the Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons, and in each case subject only to Permitted Liens. After giving effect to the filings, registrations and giving of notice referred to in this sentence, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral covered by the Security Documents to the extent the Collateral Agent’s security interest can be perfected by filing, including any recordation, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Schedule 5.12(c) (as the same may be updated at the written request of the Borrower, with the written agreement of the Administrative Agent, following any change in applicable Law) is necessary to perfect (or maintain the perfection of) the Intercreditor Agreement. Each Holderinterest, by accepting this Note, consents and agrees to the terms title or Liens of the Security Documents (to the extent the Collateral Agent’s security interest can be perfected by filing or recording), and on and as of each relevant date on which this representation and warranty is made or deemed repeated, all such filings or recordings have been made. The Borrower and the Pledgor have properly delivered or caused to be delivered to the Collateral Agent, or provided the Collateral Agent control of, all Collateral relating to assets of or equity in the Borrower that requires perfection of the Liens and security interests described above by possession or control. All or substantially all of the Collateral relating to assets of or equity in the Borrower (other than the Account Collateral, certificates, securities, investments, chattel paper, books and records and general intangibles), including the provisions providing for the foreclosure and release of CollateralMortgaged Property, is or will (when acquired) and the Intercreditor Agreement be located on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithSites.

Collateral. The Notes and Borrower will be obligated to provide the Note Guarantees are secured following collateral: (a) Pledge by the Note Liens on Loan Parties of 100% of the Collateralstock of each subsidiary directly owned thereby (subject, in each case, to customary exceptions). (b) With respect to substantially all other assets of the Loan Parties (subject to Permitted Liens certain excluded property consistent with the Existing RBL Credit Agreement), including cash, first priority, perfected liens and security interests (subject to permitted liens to be agreed) on such assets of the exclusion Loan Parties, including all deposit accounts, securities accounts and commodity accounts (other than Excluded Accounts) of Excluded Propertythe Loan Parties which accounts shall be subject to control agreements in form and substance reasonably satisfactory to the Exit Administrative Agent to be delivered, (i) for accounts existing as of the Closing Date, within three (3) business days of the Closing Date and (ii) for accounts established after the Closing Date, within thirty (30) days after establishment thereof (or such longer period as approved by the Exit Administrative Agent); provided that, (i) with respect to its oil and gas properties, the Loan Parties shall be required to deliver and maintain liens on not less than 90% of the terms total PV-9 of the Borrowing Base Properties and conditions set forth (ii) with respect to all other assets, the Loan Parties shall not be required to take any action to perfect a lien on any such assets securing the Exit Facility unless such perfection may be accomplished by (A) the filing of a UCC-1 financing statement in the Indentureobligor’s jurisdiction of formation, (B) delivery of certificates representing any pledged equity consisting of certificated securities, in each case, with appropriate endorsements or transfer powers, or (C) granting the Intercreditor Agreement Exit Administrative Agent control (if a Revolving Credit Facility is entered intowithin the meaning of the Uniform Commercial Code) over deposit accounts, commodity accounts and securities accounts (other than Excluded Accounts) and the Security Documents. If the Issuer, the Coany pledged equity consisting of uncertificated securities. (c) Negative pledge on substantially all non-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date mortgaged assets of the Indenture on Loan Parties (subject to permitted liens). (d) Unconditional joint and several guarantees from each Guarantor (with respect to obligations for which the terms permitted by Borrower or another Guarantor is the Indentureprimary obligor). The secured and guaranteed obligations under the Exit Facility (the “Secured Obligations”) shall include the obligations of the Borrower and its subsidiaries under (a) the Exit Facility, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be (b) hedging agreements that are entered into on such terms set forth in Section 9.07 with counterparties that are Exit Lenders or affiliates of Exit Lenders at the time of the Indentureexecution thereof, to a Revolving Facility First-Priority Lien on (c) treasury management agreements that are entered into with counterparties that are Exit Lenders or affiliates of Exit Lenders at the Revolving Facility First-Priority Collateral, and the holders time of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents execution thereof and (if applicabled) any hedging agreements and treasury management agreements of an Exit Lender (or its affiliate) that were entered into with such lender (or its affiliate) (i) under the Intercreditor Agreement. Each HolderExisting RBL Credit Agreement or (ii) during the Chapter 11 Cases, by accepting this Notein each case, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter that will “roll” into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithExit Facility.

Collateral. The Notes (a) In order to secure the due and punctual payment of the Note Guarantees are secured by Securities, the Issuers have entered into the Security Documents to create the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on Collateral in accordance with the terms and conditions set forth in thereof. Pursuant to the Indentureprovisions of the Security Documents, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the this Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, rights and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit remedies of the Trustee and the Holders pursuant of the Securities in the Collateral shall be junior and subject to the Indenture, rights and remedies of the Security Documents holders of the First Priority Liens and (if applicable) other Liens that have priority over the Intercreditor Agreement. Each Holder, Note Liens to the extent permitted by accepting this Note, consents Indenture and agrees senior and prior to the rights and remedies of the 91/2% Senior Second Secured Notes due 2010 in accordance with the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on Agreement. In the event of a conflict between the terms set forth in Section 9.07 of this Indenture and the Security Documents, the Security Documents shall control. (b) Each Holder of a Security, by accepting such Security, (i) agrees to all of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and provisions of the IndentureSecurity Documents and the Intercreditor Agreement, (ii) acknowledges that all First Priority Lien Obligations include, without limitation, any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Company or any of its Subsidiaries at the contractual rate of interest provided for in the respective documentation for such First Priority Lien Obligations, whether or not a claim for such post-petition interest is allowed in any such proceeding or under applicable law, and (iii) authorizes and directs the Note Collateral Agent Trustee to enter into the Security Documents and the Intercreditor AgreementAgreement and, unless violative of the provisions hereof and thereof, to execute any and all documents, amendments, waivers, consents, releases or other instruments required (or authorized) to be executed by it pursuant to the terms thereof. (c) The Issuers shall not, and shall not cause or permit any of their Domestic Subsidiaries to, intentionally grant a Lien on any of its Collateral to perform its obligations the Collateral Agent under t▇▇ ▇▇▇▇▇▇▇▇ Documents for the benefit of the lenders under the Credit Agreement unless a Note Lien is created in favor of the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and exercise its rights thereunder in accordance therewiththe Holders of the Securities) with respect to such property or assets.

Collateral. The Notes and Each Significant Subsidiary of the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement Borrower (if a Revolving Credit Facility including each Significant Subsidiary which is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor formed or Absaloka enters into a Revolving Credit Facility acquired after the date Closing Date and each Subsidiary of the Indenture on Borrower which becomes a Significant Subsidiary after the terms permitted by Closing Date) shall within thirty (30) days following the Indenture, date such Person becomes a Significant Subsidiary: (i) pledge the Revolving Lenders will be entitled, pursuant equity interests it owns in any other Significant Subsidiary to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders Banks on a first priority perfected basis pursuant to the IndenturePledge Agreements, (ii) cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary that are owned by the Borrower or another Subsidiary of the Borrower to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Banks pursuant to the Pledge Agreements, (iii) subject to Section 10.19 [Release of Collateral; Springing Collateral], execute and deliver to the Collateral Agent for the benefit of the Banks Collateral Documents in form and substance satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements, and Mortgages necessary to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of the Banks in substantially all of the assets of the such Significant Subsidiary (subject to the discretion of the Administrative Agent to exclude from the Collateral: (a) the M▇▇▇▇▇ 8200 dragline (serial number 23321), (b) all undeveloped land so long as such land is not used in connection with or related to any Mining Operation of any Loan Party and no Loan Party has any logging or timber rights with respect to such land, (c) vehicles, (d) any other assets which pursuant to Section 7.1.12 [Collateral; Further Assurances] are not required to be pledged to the Collateral Agent for the benefit of the Banks, and (e) those assets which, in the discretion of the Administrative Agent, the Security Documents taking of Liens thereupon is impractical, prohibited by law or commercially unreasonable), (iv) deliver opinions of legal counsel, with respect to such Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, (v) deliver Indemnity Agreements, and (vi) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and substance of such searches to be satisfactory to the Administrative Agent. With respect to any Significant Subsidiary which is formed or acquired after the Closing Date or any Subsidiary which becomes a Significant Subsidiary after the Closing Date: (i) with respect to Real Property which is required to be subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Agreement, the requirements of this Section 10.18.2 shall be satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if applicablethe Loan Parties and their Subsidiaries take all steps within 120 days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as determined in the Administrative Agent’s sole discretion) to grant a first priority perfected lien and security interest thereon (subject only to Permitted Liens). With respect to each Securitization Subsidiary (including each Securitization Subsidiary which is formed after the Closing Date) the Intercreditor Agreement. Each HolderBorrower shall within thirty (30) days following the date such Person becomes a Securitization Subsidiary: (i) cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Securitization Subsidiary that are owned by accepting this Note, consents and agrees the Borrower or another Loan Party to be pledged on a first priority perfected basis to the terms Collateral Agent for the benefit of the Security Documents Banks pursuant to the Pledge Agreements, (ii) deliver opinions of legal counsel, with respect to such Securitization Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, (iii) deliver Indemnity Agreements, and (iv) obtain Uniform Commercial Code, lien, tax, and judgment searches (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 searches of the Indenture as applicable real estate indexes), with the same may results, form scope and substance of such searches to be in effect or may be amended from time satisfactory to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithAdministrative Agent.

Collateral. The Notes Maintain all tangible Collateral in good condition, wear and tear and casualty loss excluded; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the Note Guarantees are secured by execution, delivery and filing of, any and all documents (including without limitation, financing statements, continuation statements or other writings or records), necessary or desirable for the Note Liens on Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, subject any claim or dispute asserted by any account debtor or other obligor owing an obligation to Permitted Liens Borrower, and any other matters affecting the value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including attorneys' fees and expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including attorneys' fees and expenses), settle any and all claims, demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if the Lender shall so elect, after the occurrence of an Event of Default and the exclusion expiration of Excluded Propertyrelevant cure periods, on if any, the Lender shall have the right at all times to settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to Borrower upon such terms and conditions as the Lender deems advisable, and all costs and expenses thereof (including attorneys' fees and expenses) shall be incurred for the account of Borrower and shall constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement (with collections received by Lender from Customers and applied towards the Borrower's obligations under this Agreement or the Loan to be credited towards such obligations or the Loan. The Borrower's Equipment, goods and other tangible personal property set forth in Schedule 6.13 attached hereto and made a part hereof shall be kept and maintained at the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms locations set forth in Section 9.07 said Schedule 6.13; Borrower shall not relocate or move the Equipment, goods or other tangible personal property without the Lender's prior written consent, which shall not be unreasonably withheld. If Lender consents to the relocation of the Indenturecertain Equipment, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralgoods or certain other tangible personal property, Borrower shall execute, and hereby authorizes the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indentureexecution by Lender of, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holderall documents, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect records or may be amended from time to time in accordance with their terms and the Indenturefinancing statements, and authorizes and directs Borrower shall take such action as Lender may request to assure that Lender's first priority security interest in the Note Collateral Agent Equipment, goods or other tangible personal property continues to enter into be perfected under the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithUCC or other applicable laws.

Collateral. The Notes and As collateral security for the Note Guarantees are secured prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the IndentureSecured Obligations, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Obligor hereby assigns, transfers, pledges and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant grants to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust Agent, for the benefit of the Trustee Holders as hereinafter provided, a continuing first priority perfected security interest in, and a lien upon, all of the Holders Obligor's right, title and interest in the following property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"): (a) all revenues from all current and future power sales agreements, contracts and documents entered into by the Obligor associated with the Guarantors (including any Subsequent Guarantor), as each such agreement, contract and document may be amended, supplemented, modified or replaced and in effect from time to time (said revenues collectively, the "Assigned Revenues"), including, without limitation: (i) all NRG Northeast Power Marketing Security Agreement rights of the Obligor to receive moneys due and to become due under or pursuant to the Indenture, the Security Documents Assigned Revenues and (if applicableii) all rights of the Obligor to receive proceeds of any insurance, bond, indemnity, warranty or guaranty with respect to the Assigned Revenues; (b) the Intercreditor Agreement. Each HolderCollateral Account and all property credited thereto, by accepting this Note, consents and agrees including but not limited to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended balance from time to time in accordance the Collateral Account (including all Permitted Investments and "securities entitlements" (as defined in Section 8-102(a)(17) of the Uniform Commercial Code) credited thereto) and all security entitlements with their terms respect to any of the foregoing; and (c) all proceeds, rents, profits, income, benefits, substitutions and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreementreplacements of, and to perform its obligations any of the property of the Obligor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and exercise its rights thereunder warranties now or hereafter held by the Obligor in accordance therewithrespect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor.

Collateral. The Notes To secure the Obligations, the Borrower shall, and the Note Guarantees are secured shall cause its Subsidiaries to, grant (a) a First Priority Lien in all Covered Equity Interests of each of its Domestic Subsidiaries owned by the Note Liens on the Collateral, subject to Permitted Liens Borrower or another Subsidiary and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date 66% of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 Equity Interests of any First-Tier Foreign Subsidiary of the IndentureBorrower, to (b) a Revolving Facility First-Priority Lien on in all Real Property Collateral and (c) a Lien in certain existing and future personal property of the Revolving Facility First-Priority CollateralBorrower and each Domestic Subsidiary, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, fixtures, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash. The Borrower shall, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust shall cause its Domestic Subsidiaries to provide for the benefit of the Trustee Administrative Agent and the Holders pursuant Lenders, all items to fully effect the foregoing, including, to provide the Administrative Agent with UCC-1s together with security agreements, pledge agreements, Mortgages, hazard insurance, loan or mortgagee title commitments, UCC searches, tax and Lien searches, intellectual property documentation and registration and other similar types of documents, consents, authorizations, licenses, instruments and agreements relating to all property and other assets of the Borrower and its Domestic Subsidiaries as requested by the Administrative Agent, and opinions of local legal counsel with respect to the Indentureexecution and filing thereof, and perfection of ▇▇▇▇▇ created thereby. Notwithstanding the Security Documents foregoing, in no event shall any provision of this Section 6.15 require (i) any assets owned by any Foreign Subsidiary to be pledged or hypothecated to secure the Obligations, (ii) more than 66% of the issued and outstanding Equity Interests of any First-Tier Foreign Subsidiary of the Borrower to be pledged to secure the Obligations or (if applicableiii) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms pledge or hypothecation of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithany Excluded Real Property.

Collateral. The Notes All obligations of Borrower under the Credit Facility and of the Note Guarantees are Guarantors under the guarantees, will be secured by the Note Liens on the Collateralfirst priority perfected security interests (and where applicable consisting of fixed and floating charges) in substantially all existing and after-acquired real and personal property of Borrower and each Guarantor, including, without limitation, 100% of all outstanding equity interests, subject to Permitted Liens customary exclusions to be agreed (including mutually acceptable limitations on guarantees by foreign subsidiaries and liens on the assets or equity interests of foreign subsidiaries, in each case to the extent a material adverse tax effect (including without limitation from the effect of Section 956 of the Internal Revenue Code of 1986, as amended) would result on the Borrower and the exclusion Guarantors based on diligence satisfactory to the Lenders, provided that the foregoing limitations shall not apply to PLC or DAC (the “Collateral”). Borrower and the Guarantors shall be required to maintain account control agreements with respect to all material deposit and securities accounts (in the United States and to the extent applicable other methods of Excluded Propertyperfection for floating and fixed charges in any other applicable jurisdiction), subject to exclusions and limitations to be agreed but no less restrictive than those contained in the Existing Bridge Credit Agreement. Control agreement springing triggers shall in all events be subject to the applicable cure periods for events of default (other than events of default that are defined to include cure periods). No immaterial subsidiary will be required to take any action with respect to the creation or perfection of liens under non-United States law, other than reasonable actions with respect to PLC or DAC. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation reasonably satisfactory to the terms Lenders (including, in the case of real property, by customary items such as satisfactory title insurance and conditions surveys), and none of the Collateral shall be subject to any other liens, claims or encumbrances, except permitted liens and encumbrances acceptable to the Lenders to be set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithDocumentation.

Collateral. The Notes Borrower will cause, and will cause each other Credit Party to cause, such of its owned Property (but in any event excluding real property) that constitutes Collateral pursuant to the Note Guarantees are secured by the Note Collateral Documents to be subject at all times to Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date favor of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders of Secured Obligations, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof; provided, however, that the Borrower and the Holders pursuant other Credit Parties shall not be required to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to comply with the terms of the Federal Assignment of Claims Act in connection with their pledge of any Collateral to the Administrative Agent. The Pledge and Security Documents (including Agreement sets forth the provisions providing for the foreclosure and release types of Collateral) Property required to be subject to such Liens and the Intercreditor Agreement on priority of such Liens. Without limiting the terms set forth in Section 9.07 generality of the Indenture as foregoing, the same may Borrower will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in effect or may be amended from time to time favor of the Administrative Agent in accordance with their the terms and conditions of this Agreement and the IndentureCollateral Documents or such other security documents as the Administrative Agent shall reasonably request, in each case to the extent, and authorizes within such time period as is, reasonably required by the Administrative Agent, subject in any case to Liens permitted by Section 6.15. Notwithstanding the foregoing, (i) no Credit Party shall be required to pledge (A) the equity interests of Roto-Rooter of Canada, Ltd., VNF, or any Rabbi Trust or Rabbi Trust Subsidiary (B) more than 40% of the equity interests of RR Plumbing Services Corporation, (C) more than 49% of the equity interests of Complete Plumbing Services Inc., or (D) more than 80% of the equity interests of Nurotoco of New Jersey, Inc.; provided, however, that, except to the extent necessary to satisfy any licensing requirement under applicable law with respect to the Borrower's or any Subsidiary's business, the Borrower will not permit, nor will it permit any other Credit Party to, grant a security interest in, pledge or deliver to any non-Credit Party those equity interests that are not pledged or delivered to the Administrative Agent pursuant to this Section 6.25; and directs (ii) no pledge agreement in respect of the Note Collateral Agent equity interests of a Foreign Subsidiary shall be required hereunder to enter into the Security Documents extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithenforceable pledge agreements.

Collateral. The Notes respective liens and security interests granted to Collateral Agent pursuant to the Note Guarantees are secured by the Note Liens on the Collateral, subject Collateral Documents (a) constitute as to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth personal property included in the IndentureCollateral a valid security interest and (b) constitute as to the Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Property. The security interest granted to Collateral Agent pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the Intercreditor Agreement filing of financing statements in the filing offices identified in Exhibit D-6 (the "Schedule of Security Filings"), and (ii) with respect to any property (if a Revolving Credit Facility is entered intoany) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the Security DocumentsUCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except Permitted Liens. If Except to the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date extent possession of portions of the Indenture on the terms permitted by the IndentureCollateral is required for perfection, the Revolving Lenders will be entitled, pursuant all such action as is necessary has been taken to an Intercreditor Agreement establish and perfect Collateral Agent's rights in and to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for existence on such date to the benefit extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. As of the Trustee Closing Date, no filing, recordation, re-filing or re-recording other than those listed on the Schedule of Security Filings is necessary to perfect and maintain the Holders pursuant perfection of the interest, title or Liens of the Collateral Documents, and on the Closing Date all such filings or recordings will have been made to the Indentureextent Collateral Agent's security interest can be perfected by filing. Borrowers have properly delivered or caused to be delivered, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holderor provided control, by accepting this Note, consents and agrees to the terms Collateral Agent all Collateral that permits perfection of the Security Documents (including the provisions providing for the foreclosure Lien and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect security interest described above by possession or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithcontrol.

Collateral. The Notes Each of the Borrowers will not permit (i) the aggregate Tranche 2 Letter of Credit Exposure to exceed the lesser of (y) the aggregate Tranche 2 Commitments and (z) the Note Guarantees are secured by aggregate Collateral Value at such time, (ii) the Note Liens Tranche 2 Letter of Credit Exposure pertaining to it to exceed the Collateral Value in its Custodial Account, (iii) the rating of any security included within the calculation of Collateral Value to be less than the minimum rating assigned to such security on Schedule 1.1(b), or (iv) other than U.S. Government Securities, no single issue or issuer shall comprise greater than 10% of the Collateral, Collateral at any time; provided that but subject to Permitted Liens Section 9.2(c), if (A) the aggregate Tranche 2 Letter of Credit Exposure at any time shall exceed the lesser of (y) the aggregate Tranche 2 Commitments and (z) the exclusion aggregate Collateral Value at such time or (B) the Tranche 2 Letter of Excluded PropertyCredit Exposure pertaining to any Borrower at any time shall exceed the Collateral Value in such Borrower’s Custodial Account at such time, on the terms Borrowers shall have three (3) Business Days to deposit additional Collateral (or cash collateral as set forth in Section 3.7 in the event the Tranche 2 Letter of Credit Exposure exceeds the Tranche 2 Commitments) having an aggregate Collateral Value at least equal to such excess into its Custodial Account. The Borrowers may from time to time add Collateral to or sell, deliver, transfer or otherwise withdraw Collateral from its Custodial Account (including, without limitation, by trading of securities), but only so long as (x) immediately after giving effect thereto no Default or Event of Default would exist and (y) with respect to the addition or termination (or removal as Collateral) of Custodial Accounts, the Borrowers comply with any applicable restrictions and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If At any time when (i) a Collateral Value Report reveals that the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date Collateral Value of the Indenture on Collateral in a Borrower’s Custodial Account exceeds the terms permitted Tranche 2 Letter of Credit Exposure pertaining to such Borrower and (ii) no Default or Event of Default has occurred and is continuing, such Borrower may request by written notice to the Indenture, the Revolving Lenders will be entitled, pursuant Administrative Agent to an Intercreditor Agreement release Collateral having a Collateral Value equal to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateralexcess, and the holders of Administrative Agent shall release and direct the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Custodian to release such excess Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect such Borrower or may be amended from time to time in accordance with upon their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithorder.

Collateral. At all times following the Collateral Trigger Event, the Borrower will cause each Obligor’s tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected lien (subject to liens permitted hereunder) in favor of the Bank to secure the obligations incurred under this Agreement or otherwise in connection with this Agreement or any guaranty, and in connection therewith, the Borrower shall cause each Obligor to execute and deliver to the Bank the security agreement in the form of Annex I hereto and all other pledge agreements, control agreements, filings and other collateral documents requested by the Bank. The Notes Borrower shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Bank. The Borrower hereby irrevocably appoints the Bank to act as, and the Note Guarantees are secured Bank shall have the right to act as, the Borrower’s and each Guarantor’s lawful attorney-in-fact, with full power of substitution, in the name of the Borrower and such Guarantors, to execute any collateral documents and to take generally any action in connection with any of the collateral documents; provided, however, that the Bank shall not exercise its rights as attorney-in-fact unless and until the Collateral Trigger Event occurs and the Borrower and the Guarantors have failed to execute and deliver the collateral documents within fifteen (15) calendar days after demand by the Note Liens on Bank. Notwithstanding anything to the Collateralcontrary contained herein, if the principal balance outstanding of the credit extended under this Agreement exceeds Fifty Million Dollars ($50,000,000) at any time, then upon the request of the Bank, the Borrower shall cause 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (i) could not reasonably be expected to cause the undistributed earnings of such subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such subsidiary's parent and (ii) could not Section 1. 956 2(c)(2)) and 100% of the issued and outstanding equity interests not entitled to vote (within the meaning of Treas. Reg. Section 1. 956 2(c)(2)) of AEI International Holdings CV (Netherlands) and AEI Global Holdings C.V. (Netherlands) to be subject at all times to Permitted Liens and a first priority, perfected lien in favor of the exclusion of Excluded Property, on Bank pursuant to the terms and conditions set forth of pledge agreements in form and substance satisfactory to the IndentureBank, and in connection therewith, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant Borrower shall deliver to the IndentureBank such opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, the Security Documents all in form and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees substance reasonably satisfactory to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithBank.

Collateral. (a) The Parent Guarantors will cause the Collateral (together with any "Pledged Stock" under the Security Agreement constituting ownership interests of the Borrowers) to constitute at all times 100% of the aggregate ownership interests of the Borrowers then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the Parent Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Parent Guarantors jointly and severally agree that -------- they will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement; and the Note Guarantees Administrative Agent shall execute and deliver to the Parent Guarantors or cause to be executed and delivered to the Parent Guarantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Parent Guarantors may reasonably request for the purpose of enabling the Parent Guarantors to exercise the rights and powers that they are secured entitled to exercise pursuant to this Section 6.04(b). (c) Unless and until an Event of Default has occurred and is continuing, the Parent Guarantors shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral shall be paid directly to the Administrative Agent and retained by it in the Note Liens on Collateral Account as part of the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of this Agreement, and, if the Security Documents (including Administrative Agent shall so request in writing, the provisions providing for Parent Guarantors jointly and severally agree to execute and deliver to the foreclosure Administrative Agent appropriate additional dividend, distribution and release other orders and documents to that end, provided that if such -------- Event of Collateral) and Default is cured, any such dividend or distribution theretofore paid to the Intercreditor Agreement on the terms set forth in Section 9.07 Administrative Agent shall, upon request of the Indenture as Parent Guarantors (except to the same may extent theretofore applied to the Secured Obligations), be in effect or may be amended from time to time in accordance with their terms and returned by the Indenture, and authorizes and directs the Note Collateral Administrative Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithParent Guarantors.

Collateral. The Notes Borrower will cause, and the Note Guarantees are secured by the Note will cause each other Loan Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date favor of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.2 (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged Property is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement until the Syndication Agent has received written notice of such Mortgage at least 30 days prior to such execution or recording and the Holders Syndication Agent has confirmed that its flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to it (such confirmation not to be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or the Administrative Agent reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. In the Indentureevent that any Loan Party divides itself into two or more Persons, any Persons formed as a result of such Division, unless otherwise consented to in writing by the Security Documents and (if applicable) the Intercreditor Agreement. Each HolderAdministrative Agent, by accepting this Note, consents and agrees to the terms shall have taken each of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms actions set forth in Section 9.07 of 5.10 and this Section 5.11, as applicable, in each case subject to the Indenture as the same may be in effect time periods set forth therein (or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithherein).

Collateral. The (a) From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees are when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, the Guarantees and the Security Documents, shall be secured by the Note Liens a Lien on the CollateralFixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to Permitted Liens Liens, as provided in this Indenture and the exclusion of Excluded PropertySecurity Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the terms Issue Date or thereafter and conditions set forth in will be secured by all of the Indenture, Collateral pledged pursuant to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. If the The Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Holders pursuant Collateral Agent is hereby authorized and directed to the Indenture, execute and deliver the Security Documents and (if applicable) the Intercreditor AgreementAgreements. Each Holderholder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. (b) Each holder, by accepting this Noteits acceptance of any Notes and the Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including including, without limitation, the provisions providing for the foreclosure and release of Collateral) Collateral and the Intercreditor Agreement on automatic amendments, supplements, consents, waivers and other modifications thereto without the terms set forth in Section 9.07 consent of the Indenture holders) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, this Indenture and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder under the Security Documents and the Intercreditor Agreements in accordance therewith, binding such holder to the terms thereof. (c) The Trustee and each holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder. (d) For the purposes of holding any hypothec granted pursuant to the laws of the Province of Quebec, each of the holders hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent to act as the hypothecary representative of the holders as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Collateral Agent under any related deed of hypothec. The Collateral Agent shall have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Collateral Agent in its capacity as hypothecary representative pursuant to any such deed of hypothec and applicable law. Any person who becomes a holder in accordance with the terms of this Indenture, shall be deemed to have consented to and confirmed the Collateral Agent as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified as of the date it becomes a holder, all actions taken by the Collateral Agent in such capacity. The substitution of the Collateral Agent pursuant to the provisions of Article VII shall also constitute the substitution of the Collateral Agent as hypothecary representative as aforesaid without any further act or formality being required to appoint such successor Collateral Agent as the successor hypothecary representative for the purposes of any then-existing deeds of hypothec.

Collateral. The As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Notes and the Note Guarantees are secured by the Note Liens on the CollateralObligations (including, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indentureany event, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date Secured Notes Obligations in respect of the Indenture on Additional Notes (the terms permitted by the Indenture“Additional Secured Notes Obligations”)), the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 each of the IndentureIssuer and each Guarantor (each, a “Grantor”) hereby pledges, collaterally assigns, mortgages, transfers and grants to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust Agent, its successors and permitted assigns, for the benefit of the Trustee Secured Notes Secured Parties, a continuing security interest in all of its right in, and title and interest to and under, all of the Holders Collateral (as defined in the Initial Indenture), whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor, and regardless of where located. Notwithstanding the foregoing, for the avoidance of doubt, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset (as defined in the Initial Indenture). For the avoidance of doubt, the security interest granted herein is duplicative of the security interest granted in the Security Agreement, does not affect the validity, scope or existence of the security interest created pursuant to the Indenture, Security Agreement and shall not be junior to the liens granted pursuant to the Security Documents Agreement, and (if applicable) the Intercreditor Additional Secured Notes Obligations shall be secured on a pari passu basis with the other Secured Notes Obligations. The security interests granted pursuant to this Section 3 shall be governed by the same terms, covenants and conditions governing the security interests granted pursuant to the Security Agreement. Each Holder, by accepting this Note, consents Grantor hereby authorizes the Notes Collateral Agent (but without obligation) to file all financing statements and agrees amendments and continuations thereto with respect to the terms Collateral naming such Grantor as debtor and the Notes Collateral Agent as secured party, in form appropriate for filing under the UCC of the Security Documents (including the provisions providing for the foreclosure relevant jurisdiction. Each Grantor shall pay any applicable filing fees, recordation fees and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time related reasonable expenses relating to time its Collateral in accordance with their terms Section 13.01 of the Initial Indenture. Any financing statement filed by the Grantors or the Notes Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the IndentureCollateral (A) as all assets of the applicable Grantor whether now owned or hereafter acquired or arising or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in the Security Agreement and authorizes and directs (ii) contain any other information required by part 5 of Article 9 of the Note UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Grantor agrees to furnish any such information reasonably requested by the Notes Collateral Agent to enter into the Notes Collateral Agent promptly upon such request. Notwithstanding the foregoing or anything to the contrary contained herein, (i) the Notes Collateral Agent shall have no responsibility or obligation for the determination, preparation, recording, filing, re-recording or re-filing of any financing statement, continuation statement or any other instrument in any public office and (ii) each Grantor agrees to prepare, record and file, at its own expense, financing statements (and amendments or continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the security interest created, or intended to be created, by this Supplemental Indenture or the Security Documents and Agreement in the Intercreditor AgreementCollateral, and to perform its obligations and exercise its rights thereunder in accordance therewithdeliver a file stamped copy of each such financing statement or other evidence of filing to the Notes Collateral Agent.

Collateral. The (a) From and after the Acquisition Closing Date and the consummation of the Escrow Merger, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees are when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guarantees and the Security Documents, shall be secured by the Note Liens a Lien on the CollateralFixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to Permitted Liens Liens, as provided in this Indenture and the exclusion of Excluded PropertySecurity Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the terms Acquisition Closing Date or thereafter and conditions set forth in will be secured by all of the Indenture, Collateral pledged pursuant to the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. If the The Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Holders pursuant Collateral Agent is hereby authorized and directed to the Indenture, execute and deliver the Security Documents and (if applicable) the Intercreditor AgreementAgreements. Each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. (b) Each Holder, by accepting this Noteits acceptance of any Notes and the Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including including, without limitation, the provisions providing for the foreclosure and release of Collateral) Collateral and the Intercreditor Agreement on automatic amendments, supplements, consents, waivers and other modifications thereto without the terms set forth in Section 9.07 consent of the Indenture Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, this Indenture and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder under the Security Documents and the Intercreditor Agreements in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

Collateral. The Notes Borrower shall: (a) Cooperate with the Administrative Agent to cause to be maintained in the appropriate governmental offices UCC financing statements showing the applicable Borrower as debtor, Administrative Agent as secured party and all personal property assets of the Note Guarantees are secured by debtor as collateral in order to continue to perfect the Note Liens on Administrative Agent’s security interest in the Collateral, subject . (b) Prior to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth any real property being in the IndentureBorrowing Base, cause the Intercreditor Agreement applicable Borrower to (if a Revolving Credit Facility is entered intoi) execute, deliver and the Security Documents. If the Issuer, the Co-Issuer, cause to be filed Mortgages (or amendments to any Guarantor or Absaloka enters into a Revolving Credit Facility after the date existing Mortgages) which are effective to create in favor of the Indenture on the terms permitted by the IndentureAdministrative Agent, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Lenders, a legal, valid and the Holders pursuant enforceable Lien (subject only to the IndenturePermitted Liens (excluding clauses (cb), the Security Documents (h) and, (i) and (if applicablej) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including definition thereof)) and security interest in such real property and related Collateral owned by the provisions providing applicable Borrower, which such Mortgages when recorded in the appropriate offices for the foreclosure and release of Collaterallocations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens (excluding clauses (cb), (h) and, (i) and the Intercreditor Agreement on the terms set forth in Section 9.07 (j) of the Indenture as definition thereof) on, and security interest in, all right, title and interest of the same may be grantors thereunder in effect or may be amended from time such real property and related Improvements, in each case prior and superior in right to time any other Lien (other than Permitted Liens (excluding clauses (cb), (h) and, (i) and (j) of the definition thereof)), and (ii) cause the Mortgage Requirements, for each parcel of real property with which a Mortgage is executed and delivered in accordance with their terms this Agreement, to be completed concurrently with the recording of such Mortgages or such additional reasonable time as the Administrative Agent may determine in its reasonable discretion with respect to each individual Mortgage and parcel of real property. (c) With respect to each Mortgage entered into pursuant to this Agreement and the IndentureCollateral related thereto, and authorizes prior to any such Property being included in the Borrowing Base, the Borrower shall cause the following items to be completed, all in form and directs substance reasonably satisfactory to the Note Collateral Administrative Agent to enter into (collectively, the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.“Mortgage Requirements”):

Collateral. The Company will cause the Collateral to constitute at all times 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding (except that in the case of Kelman Data Management LLC and Upper Providence Venture I L.P., the Company shall cause the Collateral to constitute 100% of the Capital Stock of such Issuers owned by the Company on the Effective Date) and 100% of all Intercompany Notes issued to the Company at any time whatsoever (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder). So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Note Guarantees are secured by Administrative Agent shall execute and deliver to the Note Liens on Company or cause to be executed and delivered to the CollateralCompany all such proxies, subject powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to Permitted Liens exercise the rights and the exclusion powers that it is entitled to exercise pursuant to this Section 5.4(b). Unless and until an Event of Excluded Property, on the terms Default has occurred and conditions set forth in the Indentureis continuing, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) Company shall be entitled to receive and the Security Documents. If the Issuer, the Co-Issuer, retain any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien dividends on the Collateral paid in trust for cash out of earned surplus. If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the benefit Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees Collateral subject to the terms of this Agreement, and, if the Security Documents (including Administrative Agent shall so request in writing, the provisions providing for Company agrees to execute and deliver to the foreclosure Administrative Agent appropriate additional dividend, distribution and release other orders and documents to that end, provided that if such Event of Collateral) and Default is cured, any such dividend or distribution theretofore paid to the Intercreditor Agreement on the terms set forth in Section 9.07 Administrative Agent shall, upon request of the Indenture as Company (except to the same may extent theretofore applied to the Secured Obligations), be in effect or may be amended from time to time in accordance with their terms and returned by the Indenture, and authorizes and directs the Note Collateral Administrative Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithCompany.

Collateral. (a) The Notes Borrower will furnish to the Administrative Agent at least 15 days (or such shorter period of time as may be agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party's corporate, limited liability company or partnership name, (ii) in any Loan Party's "location" (as determined under Section 9-307 of the UCC), chief executive office or principal place of business (including the establishment of any such new office or facility), (iii) in any Loan Party's organizational structure or (iv) in any Loan Party's Federal Taxpayer Identification Number or state organizational number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. (b) Each year, at the time required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to CLAUSE (a) of SECTION 6.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the Note Guarantees are secured by chief legal officer of the Note Liens Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the CollateralEffective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, subject as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to Permitted Liens CLAUSE (i) above to the extent necessary to protect and perfect the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and security interests under the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into Agreement for a Revolving Credit Facility period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) If any Loans are outstanding on January 2, 2008, the Indenture Borrower will, and will cause each of its Subsidiaries to, (i) permit filing or recording of the Mortgages in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien (subject only to Permitted Liens arising under the ABL Credit Documents or otherwise which have priority over the Lien of the Collateral Agent by operation of Applicable Law or otherwise reasonably acceptable to the Administrative Agent) on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth property described therein in Section 9.07 favor of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Secured Parties, (ii) cause the Mortgage Policies to be issued in favor of the Secured Parties and the Holders pursuant (iii) pay all filing, documentary, stamp, intangible and recording taxes, fees and other expenses related to the Indenture, the Security Documents filing or recording of such Mortgages and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms issuance of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithMortgage Policies.

Collateral. The Notes and (a) Within one (1) Business Day following the Note Guarantees are secured Trigger Date (or such later date as may be agreed upon by the Note Liens on Administrative Agent), the Collateral, subject Borrower will deliver to Permitted Liens the Administrative Agent: (i) complete and correct schedules to each of the exclusion Collateral Documents and (ii) legal opinion(s) in form and substance reasonably satisfactory to the Administrative Agent in respect of Excluded Propertythe Collateral Documents. (b) Following the Trigger Date, on the date on which a Subsidiary (that was not a Subsidiary Guarantor as of the Trigger Date) becomes a Subsidiary Guarantor pursuant to Section 5.09 (or such later date as may be agreed upon by the Administrative Agent), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and conditions set forth provisions thereof, such joinder to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the IndentureAdministrative Agent. (c) On the Trigger Date (or such later date as may be agreed upon by the Administrative Agent), the Intercreditor Agreement Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (if a Revolving Credit Facility is entered into) to the extent constituting accounts receivable, inventory and related assets covered by the Security Documents. If the IssuerAgreement) to be subject at all times to first priority, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date perfected Liens in favor of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (d) Without limiting the foregoing, the Borrower will, and will cause each other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Holders other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower. (e) Notwithstanding the foregoing or anything else contained in this Agreement or any other Loan Document to the contrary, the parties hereto acknowledge and agree that in the event that (i) the Index Debt receives, after the Trigger Date, investment grade ratings (without third-party credit enhancement) from both S&P (at least BBB- with stable outlook) and ▇▇▇▇▇’▇ (at least Baa3 with stable outlook), (ii) Consolidated EBITDA (as certified in the most recent certificate delivered pursuant to Section 5.04(c)) for each of the two most recently ended periods of four consecutive fiscal quarters is not less than $125,000,000 and (iii) the Consolidated Fixed Charge Coverage Ratio for each such period is greater than 2.5 to 1.0, the security interests granted pursuant to the IndentureCollateral Documents will be released (the “Release Event”); provided that if either such investment grade rating from S&P or ▇▇▇▇▇’▇ subsequently falls below BBB- or Baa3 respectively, Holdings, the Security Borrower and its applicable Subsidiaries will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents and no further ratings-based collateral releases will be permissible. (if applicablep) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms Section 6.02 of the Security Documents Credit Agreement is amended to (including 1) delete the provisions providing for word “and” appearing at the foreclosure and release end of Collateralclause (l) and thereof, (2) delete the Intercreditor Agreement on period appearing at the terms set forth in Section 9.07 end of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, clause (m) thereof and to perform its obligations replace such period with the phrase “; and” and exercise its rights thereunder in accordance therewith.(3) to add the following as a new clause (n) thereto:

Collateral. (a) The Notes Borrower will, and the Note Guarantees are secured will cause each of its Subsidiaries (other than USC LP, Inc. and Beall Investment Corporation, Inc.) to, for each vehicle with a g▇▇▇▇ vehicle weight in excess of 40,000 pounds, including all mixer trucks and aggregate delivery trucks, and which is less than seven (7) years old (as determined by the Note Liens date on the Collateral, subject to Permitted Liens and Certificate of Title for such vehicle), (i) within thirty (30) days of the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the effective date of an Acquisition, provide evidence satisfactory to the Indenture on the terms permitted Administrative Agent that all Certificates of Title for each such vehicle owned by the Indenture, Borrower or any such Subsidiary have been submitted to the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on appropriate state department of motor vehicles or other regulatory authority as appropriate for the jurisdiction of location of such terms set forth in Section 9.07 vehicle for the purpose of having the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, and the holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee Lenders recorded as lienholder on each of such Certificates of Title, (ii) within thirty (30) days of the acquisition of any new vehicle, provide evidence satisfactory to the Administrative Agent that the Certificate of Title for such newly acquired vehicle shall have been submitted to the appropriate state department of motor vehicles or other regulatory authority as appropriate for the jurisdiction of location of such vehicle for the purpose of having the Administrative Agent for the benefit of the Lenders recorded as lienholder on each such Certificate of Title; and (iii) within thirty (30) days of the submission of any Certificate of Title to the appropriate authority of recordation of the Lien, provide to the Administrative Agent a copy of each Certificate of Title reflecting the Administrative Agent as lienholder; provided, that in either case of (i) or (ii) above and so long as there is no Default or Event of Default, any Certificate of Title which evidences the Administrative Agent for the benefit of the Lenders as lienholder shall be returned to the Borrower. (b) Within thirty (30) days of the acquisition of any (i) fee interest in any real property or (ii) material leasehold interest in any real property used in the operation (as opposed to administration) of the business of the Borrower or any Subsidiary (other than USC LP, Inc. and Beall Investment Corporation, Inc.), the Borrower will, and will cause ▇▇▇▇ of such Subsidiaries to, (w) execute in form and substance reasonably satisfactory to the Administrative Agent, a deed of trust or mortgage, as applicable, in respect of such fee interest and (x) use reasonably commercial efforts to execute in form and substance reasonably satisfactory to the Administrative Agent, a leasehold deed of trust or mortgage, as applicable, in each case granting a first priority perfected Lien on such property as collateral for the Obligations, subject only to Permitted Liens, (y) provide a preliminary title report in favor of the Administrative Agent and the Holders Lenders in form and substance reasonably satisfactory to the Administrative Agent for any property on which a lien is granted pursuant to the Indentureclause (w) or (x), the Security Documents and (z) for any property acquired ---------- --- for which the Borrower or any such Subsidiary obtains an owner's policy of title insurance, provide a copy of such owner's policy. For purposes of this Section 5.10(b) and Section 5.10(c) below, a leasehold interest shall --------------- --------------- be deemed material if applicablethe Borrower, in its good faith judgment, determines (1) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms that said leasehold provides a significant portion of the Security Documents product supplied by the Borrower and its Subsidiaries in the geographic market in which said leasehold is located and (including 2) that the provisions providing for Borrower could not readily replace such leasehold with a comparable property on substantially similar terms and conditions. (c) The Borrower will, and will cause each of its Subsidiaries (other than USC LP, Inc. and Beall Investment Corporation, Inc.) to, use commercially reasonab▇▇ ▇▇forts in negotiating any new material lease or the foreclosure and release renewal or extension of Collateral) and any existing lease covering real property to provide in such lease that the Intercreditor Agreement on the terms set forth in Section 9.07 interest of the Indenture as the same lessee may be in effect or may be amended from time to time in accordance with their terms and hypothecated without any further approval of the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithlandlord.

Collateral. The Notes To secure full and complete payment and performance of the Note Guarantees are secured by Obligation, the Note Loan Parties hereby jointly and severally grant and convey to, and create in favor of, Administrative Agent (for the ratable benefit of the Lenders) first priority Liens on in and to the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, following on the terms and conditions set forth in the IndentureCollateral Documents: (i) all of the issued and outstanding stock of the Domestic Subsidiaries owned by Borrower or any Domestic Subsidiary; (ii) 65% of the outstanding stock of each of the Material Foreign Subsidiaries owned by Borrower or any Domestic Subsidiary; and (iii) all inventory and accounts receivable of Borrower or any Domestic Subsidiary, excluding inventory located outside the United States and accounts receivable generated from the sale of inventory to purchasers located outside the United States (collectively, the Intercreditor Agreement "FOREIGN ASSETS"), so long as the aggregate value of such Foreign Assets does not exceed 10% of the total assets of the Loan Parties, as more particularly described in the Collateral Documents (if a Revolving Credit Facility is entered into) and the Security Documents. If the Issuercollectively, the Co"COLLATERAL"); provided that, the stock of any Domestic Subsidiary that will be merged out of existence upon the occurrence of the Subsidiary Mergers will not be required to be pledged hereunder unless the Subsidiary Mergers have not been consummated in full on or prior to the 60th day following the Initial Borrowing Date, at which time the stock of each then-Issuerexisting Domestic Subsidiary shall be pledged hereunder. In addition, any Guarantor or Absaloka enters into a Revolving Credit Facility promptly after the date designation, formation, or Acquisition of the Indenture any new Domestic Subsidiary or after any Foreign Subsidiary becomes a Material Foreign Subsidiary as reflected on the terms permitted by the Indenturemost-recently d-699365.10 42 CoorsTek Credit Agreement ------------------------- delivered Financial Statements, the Revolving Lenders will Borrower shall execute and deliver to Administrative Agent all instruments and documents (including, without limitation, Collateral Documents and all certificates and instruments representing shares of stock), and shall take all further action that may be entitlednecessary or desirable, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indentureor that Administrative Agent may reasonably request, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, grant and the holders perfect first priority Liens in favor of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Administrative Agent holds the Note Lien on the Collateral in trust (for the ratable benefit of the Trustee and the Holders pursuant to the IndentureLenders) in all of each new Domestic Subsidiary owned by Borrower or any Domestic Subsidiary, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms 65% of the Security Documents (including the provisions providing issued and outstanding stock of each new Material Foreign Subsidiary owned by Borrower or any Domestic Subsidiary as security for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the IndentureObligation, and authorizes and directs the Note any additional Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithowned by any new Domestic Subsidiary.

Collateral. The Notes and the Note Guarantees are Guaranty Agreements will be secured by pursuant to and entitled to all of the Note Liens on the Collateral, subject to Permitted Liens and the exclusion applicable benefits of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documents. If In the Issuerevent that at any time after the Effective Date (a) the Parent shall have maintained an Acceptable Rating at all times during each of its two previous fiscal quarters in respect of the long-term, senior unsecured Debt of the Issuer and (b) Total Debt, determined as of the end of each of the four most recently ended fiscal quarters of the Parent, does not exceed two hundred fifty percent (250%) of EBITDA for the period of four consecutive fiscal quarters of the Parent ended at the end of each of such four most recently ended fiscal quarters of the Parent, the Co-IssuerParent may give written notice to each holder of Notes (which notice shall include copies of the letters to the Parent from Standard & Poor's or Moody's evidencing that such Acceptable Rating is in full force and effect and has been in full force and effect at all times during each of the two previous fiscal quarters of the Parent immediately preceding the date of such notice) requesting that the holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to enforce any of the provisions of the Security Documents, any Guarantor or Absaloka enters into commencing on a Revolving Credit Facility date specified in such notice (the "COLLATERAL SUSPENSION DATE") that is not less than ten (10) Business Days after the date of the Indenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 notice. The holders of the Indenture, Notes agree not to a Revolving Facility First-Priority Lien on direct the Revolving Facility First-Priority CollateralU.S. Collateral Trustee or the Canadian Collateral Trustee to, and the holders of the Notes would have a Note Second-Priority Lien on shall not, take any action to enforce or to exercise any rights or remedies under or in respect of any of the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds provisions of the Note Lien Security Documents for the period commencing on the Collateral in trust for Suspension Date and ending on the benefit earliest date on which the Collateral Suspension Conditions shall not continue to be satisfied (the "COLLATERAL SUSPENSION PERIOD"), provided that the holders of the Notes, the U.S. Collateral Trustee and the Holders pursuant Canadian Collateral Trustee shall have received an officer's certificate, executed by a Senior Officer and dated the Collateral Suspension Date, specifying that each of the applicable Collateral Suspension Conditions are satisfied as of such date. If at any time after the Collateral Suspension Date any of the Collateral Suspension Conditions shall not continue to be satisfied (other than clause (d) in the Indenturedefinition of "Collateral Suspension Conditions"), the foregoing agreement of the holders of the Notes not to so direct the U.S. Collateral Trustee or the Canadian Collateral Trustee, and to not take any such action, shall no longer be in effect and the holders of the Notes shall be free to so direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to take any and all permitted actions under any of the Security Documents and (if applicable) to take any actions permitted to be taken by the Intercreditor AgreementNoteholders thereunder. Each Holder, by accepting this Note, consents and agrees The provisions of Section 5.10 shall continue to apply during the terms of Collateral Suspension Period. At any time that there is no Debt outstanding under the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Credit Agreement, and each of the Bank Term Facilities and Bank Facility A shall have been terminated, if any member of the Restricted Group enters into a successor revolving credit facility to perform its obligations replace Bank Facility A which is not secured by any Liens on any property of any member of the Restricted Group, and exercise its rights thereunder in accordance therewiththe Collateral Suspension Conditions shall continue to be satisfied at such time, the holders of the Notes shall direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to fully release the Liens granted under the Security Documents.

Collateral. The Notes If an Event of Default has occurred and is continuing, Administrative Agent shall have, in addition to all other rights of Administrative Agent, the Note Guarantees are rights and remedies of a secured party under the UCC. At any time when an Event of Default is in existence: (i) Administrative Agent may notify Account Debtors to make payment directly to Administrative Agent, for the account of Lender Parties, or to such address as Administrative Agent may specify, and enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Administrative Agent considers appropriate, and in such case, Administrative Agent will credit the Obligations with only the net amounts received by Administrative Agent in payment thereof after deducting all Lender Expenses incurred or expended in connection therewith; (ii) Administrative Agent may take possession of the Note Liens Collateral and keep it on Credit Parties’ premises or remove all or any part of it to another location selected by Administrative Agent; (iii) Administrative Agent may issue such default or other notices under the Control Agreements and Collateral Access Agreements as Administrative Agent deems appropriate, (iv) on request by Administrative Agent, Credit Parties will, at Credit Parties’ cost, assemble the Collateral and make it available to Administrative Agent at a place reasonably convenient to Administrative Agent; and (v) Administrative Agent may, to the fullest extent permitted by Applicable Law, sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Administrative Agent deems appropriate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Administrative Agent will give the appropriate Credit Party reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. For this purpose, it is agreed that at least ten (10) days’ notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 14.6 shall be deemed to Page 194 be reasonable notice in conformity with the UCC. Administrative Agent may adjourn or otherwise reschedule any public sale by announcement at the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Administrative Agent shall not be obligated to sell or dispose of any Collateral, subject to Permitted Liens and the exclusion notwithstanding any prior notice of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (if a Revolving Credit Facility is entered into) and the Security Documentsintended disposition. If any Collateral is sold on terms other than payment in full at the Issuertime of sale, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date no credit shall be given in reduction of the Indenture on Obligations until Administrative Agent receives payment in cash, and if any such buyer defaults in payment, Administrative Agent may resell the terms permitted Collateral without further notice to Credit Parties. In the event Administrative Agent seeks to take possession of all or any portion of the Collateral by judicial process, each Credit Party waives the Indentureposting of any bond, surety or security with respect thereto which might otherwise be required. Each Credit Party agrees that Administrative Agent has no obligation to preserve rights to the Revolving Lenders will Collateral or marshal any Collateral for the benefit of any Person. Administrative Agent is hereby granted a license or other right to use, without charge, each Credit Party’s Proprietary Rights in completing production of, advertising or selling any Collateral, and each Credit Party’s rights under all licenses shall inure to Administrative Agent’s benefit for such purpose. The proceeds of any sale or disposition of Collateral shall be entitled, pursuant applied to an Intercreditor Agreement to be entered into on such terms the Obligations as set forth in Section 9.07 4.7. The rights and remedies of the Indenture, to a Revolving Facility First-Priority Lien on the Revolving Facility First-Priority Collateral, Administrative Agent and the holders of other Lender Parties under this Agreement and the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateralother Loan Documents shall be cumulative. The Note Collateral Administrative Agent holds and each other Lender Party shall have all other rights and remedies not inconsistent herewith as provided under the Note Lien on the Collateral UCC, other Applicable Law or in trust for the benefit of the Trustee and the Holders pursuant to the Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement on the terms set forth in Section 9.07 of the Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Note Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewithequity.