Common use of Collateral Security Clause in Contracts

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority indebtedness, liabilities and obligations of Borrower under Applicable Law) in all Collateralthis Section 2A, however created or incurred, whether now owned existing or hereafter acquiredarising, pursuant due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered to Agent by Borrower, and Agent and the Lenders are entitled to the terms benefit of the Security Agreement collateral security granted thereunder with respect to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; such indebtedness. (b) a pledge of 100% Notwithstanding the payment in full of the capital stock or other Equity Interests of such Borrowers (other than Loans, the Parent) and termination of the Non-Revolving Credit Commitment or the occurrence of the Termination Date, unless and until Borrower Subsidiaries shall have provided the collateral in the form of cash or U.S. Treasury bills as required by subparagraph (other c) below, the Collateral shall continue to secure the indebtedness, liabilities and obligations of Borrower under this Section 2A until all Letters of Credit shall have expired and all indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) On the termination of the Revolving Credit Commitment or the occurrence of an Event of Default, Required Lenders may require (and in the case of an Event of Default occurring under Paragraph 7.1(i) it shall be required automatically) that Borrower deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Foreign Subsidiariesdate of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the Administrative outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Lenders shall be entitled to liquidate such of the Secured Parties pursuant other collateral for the Loans (if any) as is necessary or appropriate in its sole judgment so as to the Pledge Agreement; and create such cash collateral. (d) Any cash collateral deposited under subparagraph (c) a pledge above, and all interest earned thereon, shall be held by Agent and invested and reinvested at the expense and the written direction of the capital stock or other Equity Interests Borrower, in U.S. Treasury Bills with maturities of each Foreign Subsidiary (provided that not no more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which from the Administrative Agent may agree, (i) certificates date of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)investment. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured To secure the performance by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority Borrower of its obligations hereunder, and under Applicable Law) in all Collateralthe Notes and Security Instruments, whether now owned or hereafter acquiredincurred, pursuant matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modification and renewals thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the terms Agent, for the ratable benefit of the Security Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of the Banks, a first and prior security interest and lien on the Oil and Gas Properties, the stock of certain of the Subsidiaries, and the other collateral. Guarantor has heretofore executed and delivered its guaranty agreement guaranteeing the prompt payment and performance of Borrower's obligations hereunder and under the Notes. As security for the performance of its guaranty agreement, Guarantor has heretofore granted to Agent, for the ratable benefit of the Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of Banks, a first and prior lien on its Oil and Gas Properties. Guarantor shall execute this Agreement to confirm its consent to (i) the execution of the Agreement by Borrower, and (ii) the amendments contained therein. All Oil and Gas Properties, oil and gas related equipment, inventory and receivables, stock, notes and other collateral in which each Borrower is a party or Guarantor has heretofore or hereafter grants to the extent perfected by Agent, for the filing of UCC financing statements; (b) a pledge of 100% ratable benefit of the capital stock or other Equity Interests Banks, a first and prior lien (to the satisfaction of the Banks) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such Borrowers (other than the Parent) security interests and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a liens by Borrower shall be required pursuant to be so pledged Security Instruments in form and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company substance satisfactory to the Administrative Agent) pursuant . Borrower and Guarantor shall furnish to agreements reasonably the Agent the mortgage and title opinions and other documents satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection title and lien status of security its interests in such of the Motor Vehicles; Oil and Gas Properties covered by the Security Instruments as required in Section 12(n) and (iio) mortgages with respect hereof. Borrower and Guarantor will cause to Real Property be executed and delivered to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the ParentBanks, in the case future, additional Security Instruments if the Agent deems such are necessary to insure perfection or maintenance of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided their security interests and liens in the Administrative Agent with such certifications Collateral or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicableany part thereof.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates Borrower owns and will own each item which it pledges as Collateral, free and clear of titles for any and all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent Liens (including, without limitation, any tax liens), other than the delivery first priority Liens created in favor of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification Lender pursuant to this Agreement or in the second priority Liens in favor of the name Other Residual Financing Facility Lender under any other Loan Document. No security agreement, financing statement or other public notice similar in effect with respect to all or any part of the Collateral is or will be on file or of record in any public office, except such as have been or may hereinafter be filed pursuant to this Agreement evidencing Lender's first priority Liens therein, or as may have been or may hereafter be filed pursuant to the Other Residual Financing Facility in favor of the Other Residual Financing Facility Lender evidencing its second priority Liens therein, or except such as shall be terminated as to the Collateral no later than immediately prior to the pledge of such Collateral to the Lender under this Agreement. (ii) This Agreement is effective to create, as collateral security for the Obligations hereunder, valid and address of each real estate recording office where a mortgage enforceable Liens on the real estate on which any Collateral consisting in favor of fixtures may be located would be recordedLender. (iii) so as to provide the Administrative Agent, for the benefit Upon filing of the Secured Partiesfinancing statement delivered to Lender by Borrower on or prior to the Effective Date with the Secretary of State of the State of Delaware (which financing statement is in proper form for filing in such jurisdiction), the Liens created pursuant to this Agreement will constitute a perfected first-priority security interest in the Collateral in favor of Lender, which Liens will be prior to all other Liens of all other Persons and which Liens are enforceable as such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or as against all other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)Persons. (biv) In the event any Borrower disposes owns and will own each item which it pledges as Other Residual Financing Facility Collateral, free and clear of any assets or Equity Interests as permitted underand all Liens (including, and in compliance withwithout limitation, Section 7.04(b) (including any amendment thereof or consent thereundertax liens), or other than the second priority Liens created in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (favor of Lender pursuant to this Agreement or the Parent, first priority Liens in favor of the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations Other Residual Financing Facility Lender under the Loan Documents and to release the Liens granted to the Administrative Agent Other Residual Financing Facility. No security agreement, financing statement or other public notice similar in effect with respect to all or any part of the Other Residual Financing Facility Collateral is or will be on file or of record in any public office, except such assetsas have been or may hereinafter be filed pursuant to this Agreement evidencing Lender's second priority Liens therein, Equity Interests or Borroweras may have been or hereafter be filed pursuant to the Other Residual Financing Facility in favor of the Other Residual Financing Lender evidencing its first priority Liens therein, or except such as shall be terminated as to the Collateral no later than immediately prior to the pledge of such Other Residual Financing Facility Collateral to the Lender under this Agreement. (v) This Agreement is effective to create, as applicablecollateral security for the Obligations hereunder, valid and enforceable Liens on the Other Residual Financing Facility Collateral in favor of Lender. (vi) Upon filing of the financing statement delivered to Lender by Borrower on or prior to the Effective Date with the Secretary of State of the State of Delaware (which financing statement is in proper form for filing in such jurisdiction), the Liens created pursuant to this Agreement will constitute a perfected security interest in the Other Residual Financing Facility Collateral in favor of Lender, which Liens will be prior to all other Liens of all other Persons (other than the first priority Liens of the Other Residual Financing Facility Lender under the Other Residual Financing Facility) and which Liens in favor of Lender are enforceable as such as against all other Persons.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject Except for the Liens granted to Permitted Lender pursuant to this Agreement and Liens entitled referred to priority under Applicable Law) in all Section 3.11, Borrower owns and will own each item which it pledges on the date hereof or may hereinafter pledge as Collateral, whether now owned free and clear of any and all Liens. No security agreement, financing statement or hereafter acquired, pursuant other public notice similar in effect with respect to the terms all or any part of the Security Agreement to which each Borrower Collateral is a party to the extent perfected by the filing or will be on file or of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but record in any event within ninety (90) days after request thereforpublic office, except such as have been or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney hereinafter be filed in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) Lender pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if requiredthis Agreement, and a certification of except in connection with the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest referred to in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)3.11. (b) In This Agreement is effective to create, as collateral security for the event any Obligations, the Other RF Obligations and the Warehouse Obligations valid and enforceable Liens on the Collateral in favor of Lender. (c) Upon filing of the financing statements delivered to Lender by Borrower disposes on the Closing Date with the Secretary of any assets or Equity Interests as permitted underState of the State of New Jersey and the Secretary of State of the State of Delaware (which financing statements are in proper form for filing in such jurisdictions) and the delivery to, and continuing possession by, Lender or its nominee of the Pledged Securities, the Liens created pursuant to this Agreement will constitute a first priority perfected security interest in compliance with, the Collateral in favor of Lender (except to the extent the Collateral may be deemed to represent funds on deposit in the Spread Account as referred to in Section 7.04(b) (including any amendment thereof or consent thereunder3.11), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder which Liens will be prior to all other Liens of all other Persons and no Default would result from such designation, and so long which Liens are enforceable as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver against all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicableother Persons.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree Borrower agrees to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Payment and performance of the Obligations shall be secured by (a) the following Collateral, and the Borrower hereby grants, conveys, transfers and assigns to the Lender a perfected first-security interest in and lien upon all of the property described below: A. A third assignment of, security interest in and lien upon all of the Borrower's interests in and to all patents for products, goods and items produced or manufactured by the Borrower, and all processes employed in the production or manufacture thereof, to the extent the granting of such security interests shall not constitute a violation of law or a default under any existing agreement between the Borrower and any Person with regard to any such patents; B. A continuing security interest in and lien upon all of the Borrower's accounts, inventory, and general intangibles, and a third priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in and lien upon all Collateralof the Borrower's furniture, machinery and equipment, whether now owned or hereafter acquired, pursuant and wherever located, together with all proceeds thereof. Lender's security interest in and lien on the Collateral shall be junior and subordinate to the terms security interest and lien of the Security Agreement DAMAD Holding AG and Bluwat AG to which each such Collateral. Borrower is a party agrees and undertakes to execute and deliver to the extent perfected by the filing Lender such deeds of UCC trust, security agreements, pledge agreements, assignments, financing statements; (b) a pledge of 100% of the capital stock or , subordinations, certificates, waivers, estoppel agreements, and other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) documentation, in form acceptable to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agreeLender, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, Lender in connection with the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification Collateral. Borrower further agrees that all of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit shall secure all of the Secured PartiesObligations of the Borrower to the Lender. It is specifically agreed and acknowledged by the parties hereto that the personal and real property owned by Schoeller Frisby Technologies GmbH, a perfected first-priority joint venture between Borrower and Schoexxxx Xextil AG, shall not be deemed to be Collateral, as herein defined. Lender agrees that it will release its security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, Borrower's accounts receivable upon the receipt establishment by Borrower of a program of factoring such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)accounts receivable. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in the case of Real Property and motor vehicles, subject to the following proviso) first-priority security interest (subject only to Permitted Liens entitled to priority under Applicable LawLiens) in all Collateralassets of each Borrower (other than the Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock Capital Stock (or other Equity Interests in the case of a foreign Subsidiary, 65% of the Capital Stock) of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties Lenders and the Administrative Agent pursuant to the Pledge AgreementSecurity Documents; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power Capital Stock of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged)each foreign Subsidiary; provided that the Borrowers hereby agree, upon the request of notice from the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefordays, or such other later time, if any, titles to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles motor vehicles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s engineer's reports, surveys, environmental site assessments and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Administrative Agent, a perfected first-priority security interest in such assets. The Borrowers hereby acknowledge that (i) any and all Uniform Commercial Code financing statements (together with all rights thereunder) filed in connection with the Existing Credit Agreement naming Fleet National Bank, provided that as secured party, and such Borrower, as debtor, have been, or simultaneously herewith are being, assigned to the Administrative Agent and shall be effective to perfect the Administrative Agent's security interest granted by such Borrower pursuant to the Loan Documents to the extent that any lease such security interest may be perfected by the filing of Uniform Commercial Code financing statements and (or operating/management agreement with respect toii) Real Property prohibits assignment such prior filings represent pre-filings of such lease (or operating/management agreement) without Uniform Commercial Code financing statements for purposes of so perfecting the consent security interest granted by the Borrowers under the Loan Documents. Until all of the lessor or another party thereunderObligations have been finally paid and satisfied in full, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 12(b) shall continue to apply, and such filings shall continue to be effective and not subject to any right of termination in respect of the security interests granted herein, whether any obligations under the Existing Credit Agreement are to be discharged with respect thereto). (b) the proceeds of any of the Loans or are to continue independently or otherwise. In the event any Borrower disposes the Borrowers dispose of any assets or Equity Interests as permitted under, in accordance with 8.4.2 (and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder4.4.1 where applicable), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ ' sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations or Canadian Obligations, as applicable, shall be secured by (a) a perfected first-first priority security interest (subject to purchase money liens or other Permitted Liens entitled to priority under Applicable Lawapplicable law) in all Collateralassets (other than Real Property and motor vehicle titles) of each Domestic Borrower, whether now owned or hereafter acquired, pursuant to the terms of the Domestic Security and Pledge Agreement to which each Domestic Borrower is a party; (b) a perfected first priority security interest (subject to purchase money liens or other Permitted Liens entitled to priority under applicable law) in all assets (other than Real Property and motor vehicles) of each Canadian Borrower, whether now owned or hereafter acquired, pursuant to the terms of a Canadian Security Agreement to which each Canadian Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (bc) in the case of the Domestic Borrowers, a pledge of 100% of the capital stock or other Equity Interests equity interests of such Domestic Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties Banks pursuant to the Domestic Pledge AgreementAgreement to secure the Obligations; and (cd) in the case of the First Tier Canadian Borrowers, a pledge of 65% of the capital stock or other Equity Interests equity interests of each Foreign Subsidiary (provided that not more than 65such First Tier Canadian Borrowers to the Administrative Agent on behalf of the Domestic Banks pursuant to the Canadian Pledge Agreement to secure the Domestic Obligations, a pledge of 35% of the total voting power of all outstanding capital stock or other Equity Interest equity interests of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the First Tier Canadian Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that Canadian Banks pursuant to the extent that any lease Canadian Pledge Agreement to secure the Canadian Obligations and a pledge of (65% of the capital stock or operating/management agreement with respect to) Real Property prohibits assignment other equity interests of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) Agent for the benefit of the applicable lessor or other party Canadian Banks pursuant to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or Canadian Pledge Agreement in the event that form of a second-priority lien to secure the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder Canadian Obligations; and no Default would result from such designation, and so long as such Borrower (or the Parent, e) in the case of designating the Second Tier Canadian Borrowers, a Borrower as an Excluded Subsidiary hereunder) shall have provided pledge of 100% of the Administrative Agent with capital stock or other equity interests of such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Second Tier Canadian Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect for the benefit of the Canadian Banks to such assets, Equity Interests or Borrower, as applicablesecure the Canadian Obligations.

Collateral Security. (a) The Obligations All the obligations of the Borrower to the Bank under this Agreement and the Note shall be secured by the following (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to together called the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, "Collateral Security"): (i) certificates of titles for a security interest in and to all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose tangible and all of titled the intangible personal property of the Borrower, including, but not by way of limitation, machinery, equipment) and, if required by the Administrative Agentfurniture, the Borrowers shall retain Corporation Service Company fixtures, inventory, accounts (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent meaning accounts receivable, accounts, instruments, chattel paper, documents, contracts, contract rights (including, without limitation, the delivery management agreements with the Hennessy Mutual Funds and the O'Shaughnessy Mutual Funds), choses of legal opinionsaction and any form xx xxxxxxxxxx now or hereafter owing to Borrower), Consulting Engineer’s reportsgeneral intangibles (including, surveyswithout limitation, title insuranceany patents, environmental assessment reportscopyrights, flood hazard certificationstrademarks and trade names relating to managed mutual funds or otherwise), evidence goodwill of flood insuranceBorrower, if requirednow owned or existing or hereafter acquired or arising, and their proceeds and products, cash or non-cash, as evidenced by the Bank's Security Agreement and Schedule, all attached hereto as Exhibit "4(e)(i)" and made a certification part hereof (hereinafter called the "Security Agreement"); (ii) a payment guaranty by Neil J. Hennessy ("Guarantor") in the initial amount of $500,000 xx xxx xxxm of the name Business Guaranty attached hereto as Exhibit "4(e)(ii)" and address made a part hereof (hereinafter called the "Guaranty"), which Guaranty the Bank agrees (i) to reduce to $300,000 at the Closing Date as defined in the License Agreement or (ii) to cancel and eliminate the Guaranty at such time after the Closing Date (as defined in the License Agreement) as Guarantor has satisfactorily assigned to the Bank a replacement Certificate of each real estate recording office where Deposit in the amount of $300,000; (iii) a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that favor of the Bank as specified in Section 4(f) herein; (iv) a subordination to the extent that any lease Bank of all amounts owed by the Borrower to Netfolio, Inc. under the License Agreement or otherwise pursuant to the Bank's Subordination Agreement in the form of Exhibit "4(e)(iv)" attached hereto and made a part hereof (or operating/management agreement with respect tothe "Subordination Agreement"); (v) Real Property prohibits an assignment of such lease partnership interest to the Bank of all of Borrower's right, title and interest in Hennessy Management Company, L.P. and Hennessy Management Cxxxxxx XI, L.P. in the form of Exhibit "0(x)(x)" attached hereto and made a part hereof; and (vi) as may otherwise be specified in the Term Note, Security Agreement, Guaranty and/or Subordination Agreement, as same may be amended or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required restated from time to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent time. The Collateral Security shall be in form and substance reasonably satisfactory to the Administrative Agent) Bank and its counsel, and the Borrower agrees to execute or cause to be executed any and all documents and deliver to the possession of the applicable lessor Bank such documents or other party assets of Borrower as are determined reasonably necessary by the Bank or its counsel to such leasehold mortgage (andevidence or assure the protection, upon the receipt perfection and/or enforcement of such consentCollateral Security including, but not limited to additional confirmation security agreements as to newly acquired assets, and UCC financing statements). The provisions of the Borrowers Term Note, Security Agreement, Guaranty, Subordination Agreement and other related documents provided or related to the Collateral Security for the Bank shall promptly grant supplement and be in addition to those of this Agreement and any inconsistent provisions therein shall be interpreted in all respects to be in favor of the Bank, provided, however, that whenever possible, such leasehold mortgage provisions shall be interpreted and comply limited consistent with the other provisions and limitations of this Section 10.15 with respect thereto)Agreement. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject Except for the Liens granted to Permitted Lender pursuant to this Agreement and Liens entitled referred to priority under Applicable Law) in all Section 3.11, Borrower owns and will own each item which it pledges on the date hereof or may hereinafter pledge as Collateral, whether now owned free and clear of any and all Liens. No security agreement, financing statement or hereafter acquired, pursuant other public notice similar in effect with respect to the terms all or any part of the Security Agreement to which each Borrower Collateral is a party to the extent perfected by the filing or will be on file or of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but record in any event within ninety (90) days after request thereforpublic office, except such as have been or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney hereinafter be filed in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) Lender pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if requiredthis Agreement, and a certification of except in connection with the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest referred to in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)3.11. (b) In This Agreement is effective to create, as collateral security for the event any Obligations, the Other RF Obligations and the Warehouse Obligations valid and enforceable Liens on the Collateral in favor of Lender. (c) Upon filing of the financing statement(s) delivered to Lender by Borrower disposes on the Closing Date with the Secretary of any assets or Equity Interests as permitted underState of the State of New Jersey (which financing statement(s) is in proper form for filing in such jurisdiction) and the delivery to, and continuing possession by, Lender or its nominee of the Pledged Securities, the Liens created pursuant to this Agreement will constitute a first priority perfected security interest in compliance with, the Collateral in favor of Lender (except to the extent the Collateral may be deemed to represent funds on deposit in the Spread Account as referred to in Section 7.04(b) (including any amendment thereof or consent thereunder3.11), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder which Liens will be prior to all other Liens of all other Persons and no Default would result from such designation, and so long which Liens are enforceable as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver against all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicableother Persons.

Collateral Security. (a) The Obligations shall be secured by (ai) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable applicable Law) in all Collateralpersonal property of the Domestic Loan Parties (other than Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower Domestic Loan Party is a party to the extent perfected by the filing of UCC financing statements; , and (bii) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers each Domestic Subsidiary (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiariesan Excluded Subsidiary) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower Domestic Loan Party shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged), in each case pursuant to the Pledge Agreement; provided that the Borrowers Domestic Loan Parties hereby agree, upon the request of the Administrative Agent and or the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Domestic Loan Party (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent Company to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers Domestic Loan Parties shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (iiB) mortgages with respect to Material Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower Domestic Loan Party disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) 7.05 (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default or Event of Default would result from such designationtherefrom, and so long as such Borrower (Domestic Loan Party or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) Company shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the BorrowersLoan Parties’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as such Domestic Loan Party or the Borrowers Company may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or BorrowerSubsidiary, as applicable.

Collateral Security. (a) The Obligations As soon as practical but in any event not later than March 31, 2005, the Borrowers and the Parent shall be secured by (a) have granted to Fleet a perfected first-perfected, first priority security interest (subject only to Permitted Liens permitted under Section 5.12 of the Credit Agreement and entitled to priority under Applicable Lawapplicable law and the pari passu liens granted (or to be granted) to the holders of the Senior Notes) in all Collateralpersonal property assets of the Borrowers and the Parent, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing one or more security agreements, patent collateral assignment and security agreements, trademark collateral security and pledge agreements, memorandums of UCC grants of security interest in copyrights, stock pledge agreements and all other instruments and documents, including without limitation Uniform Commercial Code financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) , from time to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be time required to be so pledged executed or delivered by Fleet, all in form and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided substance satisfactory to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Fleet (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor "Security Documents"). Notwithstanding the foregoing, none of the Borrowers nor the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage security interest in any of its personal property assets sited outside of the United States (collectively, the "Excluded Assets"), provide that each of the Borrowers and the Parent hereby agrees that no such Person shall enter into any agreement, instrument or other undertaking which creates, incurs, assumes or suffers to exist a Lien on all or any portion of the leasehold interest under such lease, but in such eventExcluded Assets. In connection with the execution and delivery of the Security Documents, the Borrowers agree and the Parent shall (i) execute and deliver to diligently Fleet, and in good faith use its reasonable best efforts to obtain facilitate the consent (which consent shall be execution and delivery by the holders of the Senior Notes of, an intercreditor agreement, in form and substance reasonably satisfactory to Fleet, among Fleet, the Administrative Agent) holders of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consentSenior Notes, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, and (ii) deliver to Fleet a favorable legal opinion, in form and substance satisfactory to Fleet, from counsel to the case Borrowers and the Parent concerning corporate authority matters, perfection of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as security interests granted pursuant to the Administrative Agent shall reasonably requestSecurity Documents, the Administrative Agent will, at enforceability of the Borrowers’ sole cost Security Documents and expense, the transactions contemplated thereby and without recourse to or warranty by the Administrative Agent, execute and deliver all concerning such forms, releases, discharges, assignments, termination statements, and similar documents other matters as Fleet may request. Each of the Borrowers may reasonably request in order to release such Person from its Obligations and the Parent hereby acknowledges and agrees that the occurrence of any event of default under any of the Loan Security Documents shall constitute an Event of Default under this Agreement and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicableCredit Agreement.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to Section 7.3 hereof: (i) all of the shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Subsidiary Security Agreement. To the extent the Agent for the benefit of the Lenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected security interest in such assets subject only to the Liens permitted pursuant to Section 7.3 hereof. In connection with any sales of assets permitted hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to such assets and no further consent of the Lenders will be required with respect to any such release. (b) Concurrently with the consummation of any Permitted Acquisition or any other acquisition of any asset (whether by purchase, merger, contribution, license or otherwise) which is of the type described in the Borrower Security Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) (an "Acquiring Subsidiary") or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) of the Borrower or upon an Immaterial Subsidiary ceasing to qualify or be designated as an Immaterial Subsidiary (conversion from the status of an Immaterial Subsidiary to a Subsidiary which is not an Immaterial Subsidiary is hereinafter referred to as a "Conversion"), the Borrower shall (i) in the case of a Permitted Acquisition of stock or other equity interest or any other acquisition of stock or other equity interest (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary of the Borrower or the formation of such a new Subsidiary or a Conversion: (A) deliver or cause to be delivered to the Agent all of the certificates representing the capital stock (or other equity interest if such equity interests are represented by a certificate or certificates) of such new Subsidiary which is being acquired or formed or converted (or Investment if such Investment is not an Immaterial Investment), beneficially owned by the Borrower or such Acquiring Subsidiary, as additional collateral for the Obligations, to be held by the Agent in accordance with the terms of the Borrower Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and (B) cause such Acquiring Subsidiary (which is not already a party thereto) or new Subsidiary which is being acquired or formed or converted to deliver to the Agent (1) duly executed counterpart signature pages to each of the Guaranty, and the Subsidiary Security Agreement Agreement, in the forms attached respectively thereto as Annex I, together with the authorization to the Agent and the Lenders to attach such signature pages to the Guaranty and the Subsidiary Security Agreement, respectively, the effect of which each Borrower is shall be that as of the date set forth on such signature pages such Acquiring Subsidiary or such new or converted Subsidiary, as the case may be, shall become a party to the extent perfected each such agreement and be bound by the filing of UCC financing statements; terms thereof and any revisions to the schedules to the Subsidiary Security Agreement necessary in connection therewith, (b2) a pledge of 100% of the if such new or converted Subsidiary owns any capital stock or other Equity Interests of equity interest or if such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) Acquiring Subsidiary is not already a party to the Administrative Agent on behalf of the Secured Parties pursuant to the a Subsidiary Pledge Agreement; and (c) , a pledge of Subsidiary Pledge Agreement duly executed by such new or converted Subsidiary or such Acquiring Subsidiary, as the capital stock case may be, or if such new or converted Subsidiary owns any copyrights, trademarks, patents or other Equity Interests of each Foreign Subsidiary intellectual property, such additional Security Documents as requested by the Agent, (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any 3) such first-tier Foreign Subsidiary of a Borrower Uniform Commercial Code financing statements as shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that perfect the Borrowers hereby agree, upon the request security interest of the Administrative Agent and the Required LendersLenders in the Collateral being pledged by such new Subsidiary pursuant to the Subsidiary Security Agreement, to deliver, as promptly as practicable, but in any event within ninety and (904) ten (10) days after request thereforprior written notice of any such Permitted Acquisition, other acquisition, formation or Conversion. (ii) in the case of a Permitted Acquisition of assets or any other acquisition of assets (including equity interests of a Person other than a corporation) (whether by purchase, merger, contribution, license or other wise) by the Borrower or any such Acquiring Subsidiary which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement or the formation of such a new Subsidiary or a Conversion into a Person which in either case is not a corporation, deliver or cause to be delivered by the Borrower or such other later time, if any, to which the Administrative Agent may agreeAcquiring Subsidiary acquiring such assets or forming such new Subsidiary, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with such Uniform Commercial Code financing statements as shall be required to perfect the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor security interest of the Parent to dispose Agent and the Lenders in the assets being so acquired, (B) if such assets include copyrights, trademarks, patents or other intellectual property, such additional Security Documents as requested by the Agent, (C) any additional instruments or documents evidencing the security interest of titled equipment) and, if the Agent reasonably required by the Administrative AgentAgent and (D) ten (10) days prior written notice of any such Permitted Acquisition, the Borrowers shall retain Corporation Service Company other acquisition, formation or Conversion; and (or other similar company satisfactory to the Administrative Agentiii) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company in any case (or A) provide such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (documentation, including, without limitation, the delivery one or more opinions of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance counsel reasonably satisfactory to the Administrative Agent) , articles of incorporation, by-laws and resolutions, which in the reasonable opinion of the applicable lessor Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary or other party acquisition (whether by purchase, merger, contribution or other wise) or Conversion, (B) cause any newly formed or acquired Immaterial Subsidiary which is or is to such leasehold mortgage (andbecome a Subordinated Guarantor, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statementsa counterpart to the Guaranty, and similar documents (C) if, as a result of the Borrowers may reasonably request consummation of any transaction or transactions, there is a significant change in order to release such Person from its Obligations under the Loan Documents and to release information provided by the Liens granted to Borrower on Schedule 5.18, promptly provide the Administrative Agent with respect to such assets, Equity Interests or a new schedule which reflects the then current corporate structure of the Borrower and its Subsidiaries certified by an Authorized Officer of the Borrower, as applicable.

Collateral Security. (a) The To secure performance by Borrower of its obligations under this Agreement and the Notes, Borrower shall grant to Agent in its capacity as such Agent under this Agreement for the ratable benefit of Lenders hereunder, a first priority security interest in and Lien (and only Lien, except for Permitted Liens) on certain of the Oil and Gas Properties of Borrower as may be selected by Agent, in its capacity as such Agent under this Agreement, and the oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil or gas purchase contracts (now existing or hereafter arising) relating to such Oil and Gas Properties and in related personal properties, fixtures and other properties, as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and other documents to be executed by Borrower and delivered to or on behalf of Agent, in its capacity as such Agent under this Agreement for the ratable benefit of Lenders. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Lenders or an Affiliate of any of Lenders shall be secured by the Collateral covering the Oil and Gas Properties on a pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Lenders, or an Affiliate of any Lender, are entered into, and pursuant to this provision become secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether Lender involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties and other collateral in which Borrower grants or hereafter grants to Agent for the ratable benefit of Lenders, a first and prior Lien (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Lawthe satisfaction of Agent) in all accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the “Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; ”. (b) a pledge of 100% of the capital stock or other Equity Interests The granting and assigning of such Borrowers (other than the Parent) security interests and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Liens by Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be Documents in form and substance reasonably satisfactory to Agent. Concurrently with the Administrative Agent) delivery of each of the applicable lessor Collateral Documents or other party within a reasonable time thereafter, Borrower shall have furnished or caused to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold be furnished to Agent mortgage and comply with the title opinions and other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall title information reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse satisfactory to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to the title and Lien status of Borrower’s interests in not less than 75% of the Engineered Value of the mortgaged Borrowing Base Properties. “Engineered Value” for this purpose shall mean future net revenues discounted at the discount rate being used by Agent as of the date of any such assetsdetermination utilizing the pricing parameters used in the engineering report furnished to Agent pursuant to Sections 7 and 12 hereof. Borrower will cause to be executed and delivered to Agent, Equity Interests in the future, additional Collateral Documents if Agent reasonably deems such are necessary to insure perfection or maintenance of Lenders’ security interests and Liens in not less than 80% of the Engineered Value of Borrower, as applicable’s Oil and Gas Properties which are included in the Borrowing Base then in effect.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to Section 7.3 hereof: (i) all of the shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement and the Mortgages; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Subsidiary Security Agreement and the Mortgages. To the extent the Agent for the benefit of the Lenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement or which consists of real property of the type described in subsection (c) below, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected security interest in such assets subject only to the Liens permitted pursuant to Section 7.3 hereof. In connection with any sales of assets permitted CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to such assets and no further consent of the Lenders will be required with respect to any such release. (b) Concurrently with the consummation of any Permitted Acquisition or any other acquisition of any asset (whether by purchase, merger, contribution, license or otherwise) which is of the type described in the Borrower Security Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) (an "ACQUIRING SUBSIDIARY") or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) of the Borrower or upon an Immaterial Subsidiary ceasing to qualify or be designated as an Immaterial Subsidiary (conversion from the status of an Immaterial Subsidiary to a Subsidiary which is not an Immaterial Subsidiary is hereinafter referred to as a "CONVERSION"), the Borrower shall: (i) in the case of a Permitted Acquisition of stock or other equity interest or any other acquisition of stock or other equity interest (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary of the Borrower or the formation of such a new Subsidiary or a Conversion: (A) deliver or cause to be delivered to the Agent all of the certificates representing the capital stock (or other equity interest if such equity interests are represented by a certificate or certificates) of such new Subsidiary which is being acquired or formed or converted (or Investment if such Investment is not an Immaterial Investment), beneficially owned by the Borrower or such Acquiring Subsidiary, as additional collateral for the Obligations, to be held by the Agent in accordance with the terms of the Borrower Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and (B) cause such Acquiring Subsidiary (which is not already a party thereto) or new Subsidiary which is being acquired or formed or converted to deliver to the Agent (1) duly executed counterpart signature pages to each of the Guaranty, and the Subsidiary Security Agreement Agreement, in the forms attached respectively thereto as Annex I, together with the authorization to the Agent and the Lenders to attach such signature pages to the Guaranty and the Subsidiary Security Agreement, respectively, the effect of which each Borrower is shall be that as of the date set forth on such signature pages such Acquiring Subsidiary or such new or converted Subsidiary, as the case may be, shall become a party to the extent perfected each such agreement and be bound by the filing of UCC financing statements; terms thereof and any revisions to the schedules to the Subsidiary Security Agreement necessary in connection therewith, (b2) a pledge of 100% of the if such new or converted Subsidiary owns any capital stock or other Equity Interests of equity interest or if such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) Acquiring Subsidiary is not already a party to the Administrative Agent on behalf of the Secured Parties pursuant to the a Subsidiary Pledge Agreement; and (c) , a pledge of Subsidiary Pledge Agreement duly executed by such new or converted Subsidiary or such Acquiring Subsidiary, as the capital stock case may be, or if such new or converted Subsidiary owns any copyrights, trademarks, patents or other Equity Interests of each Foreign Subsidiary intellectual property, such additional Security Documents as requested by the Agent, (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any 3) such first-tier Foreign Subsidiary of a Borrower Uniform Commercial Code financing statements as shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that perfect the Borrowers hereby agree, upon the request security interest of the Administrative Agent and the Required LendersLenders in the Collateral being pledged by such new Subsidiary pursuant to the Subsidiary Security Agreement, to deliver, as promptly as practicable, but in any event within ninety and (904) ten (10) days after request thereforprior written notice of any such Permitted Acquisition, other acquisition, formation or Conversion. CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (ii) in the case of a Permitted Acquisition of assets or any other acquisition of assets (including equity interests of a Person other than a corporation) (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement or the formation of such a new Subsidiary or a Conversion into a Person which in either case is not a corporation, deliver or cause to be delivered by the Borrower or such other later time, if any, to which the Administrative Agent may agreeAcquiring Subsidiary acquiring such assets or forming such new Subsidiary, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with such Uniform Commercial Code financing statements as shall be required to perfect the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor security interest of the Parent to dispose Agent and the Lenders in the assets being so acquired, (B) if such assets include copyrights, trademarks, patents or other intellectual property, such additional Security Documents as requested by the Agent, (C) any additional instruments or documents evidencing the security interest of titled equipment) and, if the Agent reasonably required by the Administrative AgentAgent and (D) ten (10) days prior written notice of any such Permitted Acquisition, the Borrowers shall retain Corporation Service Company other acquisition, formation or Conversion; and (or other similar company satisfactory to the Administrative Agentiii) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company in any case (or A) provide such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (documentation, including, without limitation, the delivery one or more opinions of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance counsel reasonably satisfactory to the Administrative Agent) , articles of incorporation, by-laws and resolutions (or equivalent organizational and authorization documents), which in the reasonable opinion of the applicable lessor Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary or other party acquisition (whether by purchase, merger, contribution or otherwise) or Conversion, (B) cause any newly formed or acquired Immaterial Subsidiary which is or is to such leasehold mortgage become a Subordinated Guarantor, to execute and deliver a counterpart to the Guaranty, and (andC) if, upon as a result of the receipt consummation of such consentany transaction or transactions, there is a significant change in the Borrowers shall information provided by the Borrower on Schedule 5.18, promptly grant such leasehold mortgage provide the Agent with a new schedule which reflects the then current corporate structure of the Borrower and comply with its Subsidiaries certified by an Authorized Officer of the other provisions of this Section 10.15 with respect thereto)Borrower. (bc) In Concurrently with the event any Borrower disposes acquisition of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) interest (including a leasehold interest) in any amendment thereof real property by the Borrower or consent thereunder), or any Subsidiary of the Borrower in any state that does not at the event that the Parent designates any Borrower as an Excluded Subsidiary or time of acquisition assess a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably requestmortgage recording tax, the Administrative Agent will, at Borrower shall deliver or cause to be delivered to the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent Mortgages with respect to such assetsreal property interest, Equity Interests or Borrowertogether with title insurance policies, surveys, appraisals, opinions of counsels and such other documentation as applicablethe Agent may reasonably request.

Collateral Security. In order to secure the payment of the Loans ------------------- when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lender arising hereunder or related hereto: (a) The Obligations Borrower shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant have duly executed and delivered to the terms Lender the Modification of the Security Agreement to which each Borrower is a party to the extent perfected by the filing Deed of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)Trust. (b) In The Borrower shall have furnished the event any Borrower disposes Affirmation of any assets or Equity Interests as permitted underGeneral Partner Guaranty duly executed and delivered by the General Partner, the Affirmation of Host Marriott Guaranty duly executed and delivered by Host Marriott, and in compliance withthe Affirmation of Guaranty, Section 7.04(bduly executed and delivered by Marriott International, Inc. (c) The Borrower shall have furnished the Affirmation of Subordination and Attornment Agreement, duly executed and delivered by Operating Tenant and Borrower, affirming, among other things, the subordination of the Operating Lease to the Deed of Trust. (including any amendment thereof d) The Borrower shall have furnished the Affirmation and Modification of Assignment of Golf Course Lease, duly executed and delivered by Golf Course B Owner and Borrower. (e) The Borrower shall have furnished the Affirmation and Modification of Subordination Agreement, duly executed and delivered by the General Partner and Host Marriott. (f) The Borrower shall furnish the Affirmation of Subordination Agreement, duly executed and delivered by Marriott International. (g) The Borrower shall have furnished to the Lender the Affirmation of Environmental Indemnity Agreement of Host Marriott duly executed and delivered by Host Marriott. (h) The Borrower shall have duly executed and delivered such financing statements as the Lender or consent thereunder)its counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the event that Deed of Trust, Security Agreement and the Parent designates any other documents provided for herein. (i) The Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with duly executed and delivered such certifications or documentsother and further agreements, if any, documents and instruments as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to Lender or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers its counsel may reasonably request in order to release such Person from its Obligations under further evidence, perfect and preserve any of the Loan Documents and to release collateral security for the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable's obligations provided for herein.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in Real Property and motor vehicles) first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralassets of each Borrower, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign SubsidiariesSubsidiaries and XXXX) to the Administrative Agent on behalf of the Secured Parties Lenders and the Agents pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain have retained Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties Lenders and the Agents with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, landlord consents and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Agents, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree Borrower agrees to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. As collateral security for the Secured ------------------- Obligations, on or before the first Credit Extension and as a condition precedent thereto, the Borrower shall execute and deliver, and shall cause to be executed and delivered, to the Agent for the benefit of the Lenders: (i) the Borrower Security Agreement pursuant to which the Borrower shall grant to the Agent for the benefit of the Lenders a first priority perfected security interest in and lien upon the collateral described therein, including, without limitation: (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or and hereafter acquired, pursuant to the terms acquired capital stock of all directly owned Subsidiaries of the Security Agreement to Borrower which each Borrower is a party to the extent perfected by the filing of UCC financing statements; are not Foreign Subsidiaries, (b) a pledge of 10066% of the capital all now owned and hereafter acquired voting stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; all Subsidiary Borrowers, and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 6566% of the total all now owned and hereafter acquired voting power stock of all outstanding capital stock or other Equity Interest of any such first-tier Significant Foreign Subsidiaries which are not Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agreeBorrowers, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property such additional documents, instruments and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (agreements, including, without limitation, the delivery of legal opinionsUCC-1 financing statements, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if requiredoriginal stock certificates and stock transfer powers, and a certification acknowledgments, consents of and notices to third parties, as the Agent may reasonably require. No later than 30 days following the initial Credit Extension Date the Borrower will: (a) cause to be delivered to the Agent opinions in form and substance and provided by counsel satisfactory to the Agent licensed to practice in jurisdictions in which the Subsidiary Borrowers and all Significant Foreign Subsidiaries which are not Subsidiary Borrowers are organized setting forth any requirements of such jurisdictions relating to the pledge of the name stock of such entities by the Borrower, including, without limitation, requirements relating to the exercise of remedies by the Agent with respect thereto following the occurrence of a Default, and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures (b) take such actions as may be located would be recorded) so as required to provide assure that the Administrative Agent, Agent for the benefit of the Secured Parties, Lenders has a first priority perfected first-priority security interest in such assets, provided that all deposit accounts described on Schedule 2 to the extent Borrower Security Agreement. Following the first ---------- Credit Extension the Borrower shall execute and deliver and shall cause to be executed and delivered from time to time such confirmatory and supplementary security agreements, financing statements, acknowledgments, consents of and notices to third parties and such other documents, instruments and agreements as the Agent may reasonably require to obtain and maintain for the Agent and the Lenders the benefit of the Loan Documents. Without limiting the generality of the foregoing, it is expressly acknowledged and agreed by the Borrower that the Borrower will provide written notice to the Agent of the acquisition or formation of any lease of (or operating/management agreement with respect to) Real Property prohibits assignment Subsidiary following the initial Credit Extension Date no later than 5 Business Days following the consummation of such lease (acquisition or operating/management agreement) without the consent of the lessor formation and promptly provide or another party thereunder, the Borrowers shall not cause to be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory provided to the Administrative Agent) of Agent pursuant to the applicable lessor or other party to such leasehold mortgage Subsidiary Borrower Security Agreement: (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (ba) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Subsidiary which is not a Foreign Subsidiary, all stock certificates evidencing the capital stock of such Subsidiary, and (b) with respect to each Subsidiary which is a Subsidiary Borrower as an Excluded or a Significant Foreign Subsidiary hereunderwhich is not a Subsidiary Borrower, 66% of all now owned and hereafter acquired voting stock of such Subsidiary, and (c) shall have provided the Administrative Agent with such certifications or additional documents, if anyinstruments and agreements, including, without limitation, UCC-1 financing statements, original stock certificates and stock transfer powers, and acknowledgments, consents of and notices to third parties, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicablerequire.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority indebtedness, liabilities and obligations of Borrower under Applicable Law) in all Collateralthis Section 2A, however created or incurred, whether now owned existing or hereafter acquiredarising, pursuant due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered to Agent by Borrower, and Agent and the Lenders are entitled to the terms benefit of the Security Agreement collateral security granted thereunder with respect to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; such indebtedness. (b) a pledge of 100% Notwithstanding the payment in full of the capital stock or other Equity Interests of such Borrowers (other than Loans, the Parent) and termination of the Non-Revolving Credit Commitment or the occurrence of the Termination Date, unless and until Borrower Subsidiaries shall have provided the collateral in the form of cash or U.S. Treasury bills as required by subparagraph (other c) below, the Collateral shall continue to secure the indebtedness, liabilities and obligations of Borrower under this Section 2A until all Letters of Credit shall have expired and all indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) On the termination of the Revolving Credit Commitment or the occurrence of an Event of Default, Required Lenders may require (and in the case of an Event of Default occurring under Paragraph 7.1(j) it shall be required automatically) that Borrower deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Foreign Subsidiariesdate of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the Administrative outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Lenders shall be entitled to liquidate such of the Secured Parties pursuant other collateral for the Loans (if any) as is necessary or appropriate in its sole judgment so as to the Pledge Agreement; and create such cash collateral. (d) Any cash collateral deposited under subparagraph (c) a pledge above, and all interest earned thereon, shall be held by Agent and invested and reinvested at the expense and the written direction of the capital stock or other Equity Interests Borrower, in U.S. Treasury Bills with maturities of each Foreign Subsidiary (provided that not no more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which from the Administrative Agent may agree, (i) certificates date of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)investment. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-first priority security interest (subject only to Permitted Liens entitled to priority under Applicable Lawapplicable law) in all Collateralof the assets of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement Documents to which each the Borrower or any of its Subsidiaries is a party to party. Without limiting the extent perfected generality of the foregoing, the Obligations shall be secured by the filing of UCC financing statements; following: (ba) a pledge of 100% perfected first priority lien and security interest in substantially all assets of the capital stock or other Equity Interests of such Borrowers (other than the Parent) Borrower and of the Non-Borrower its Subsidiaries (other than the Foreign SubsidiariesTB Coastwise) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge terms of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided Security Agreements provided, that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant secure the Obligations with a second lien on tangible assets subject to first priority Permitted Liens; (b) a perfected first priority security interest in and assignment of all the Borrower's right, title, and interest in and to any insurance and/or insurance policies with respect to each of the Eligible Vessels, such security interest to be granted pursuant to the Assignment of Insurance; (c) a perfected first priority security interest in and assignment of all the Borrower's right, title and interest in and to all contracts, permits and licenses relating to each Eligible Vessel, such security interest to be granted pursuant to the Assignment of Contracts; (d) a perfected first priority security interest in and assignment to all of the Borrower's right, title and interest in and to the Charter, such security interest to be granted pursuant to the Charter Assignment; and (e) a perfected first preferred mortgage on lien and security interest in each Eligible Vessel pursuant to the leasehold interest under such lease, but in such eventterms of the First Preferred Vessel Mortgages. As further security for the Obligations, the Borrowers agree Borrower hereby agrees, that in the event the Borrower acquires or establishes any new Subsidiaries, the Borrower shall within thirty (30) days after such date cause such Subsidiary to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be enter into a guaranty, in form and substance reasonably satisfactory to the Administrative Agent) , in favor of the applicable lessor or other party Banks pursuant to which such leasehold mortgage Subsidiary shall guaranty the payment and performance of the Obligations and to cause the obligations of each Subsidiary under such Guaranty to be secured by a perfected first priority security interest (and, upon subject only to Permitted Liens) on all of the receipt assets of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted pursuant to the Administrative Agent with respect terms of security documents satisfactory to such assets, Equity Interests or Borrower, as applicablethe Agent.

Collateral Security. (a) On the Issue Date, the Company shall (i) enter into the Pledge Agreement and thereafter comply with the terms and provisions of such agreement and (ii) pledge the Pledged Securities to the Pledged Securities Intermediary for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities, but excluding the Liquidated Damages, if any. The Obligations Pledged Securities shall be secured pledged by (a) a perfected first-priority security interest (the Company to the Pledged Securities Intermediary for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Pledged Securities Intermediary in the Pledge Account pending disposition pursuant to the Pledge Agreement. The Pledged Securities shall also secure the payment of the Principal Amount and Liquidated Damages, if any, due on the Securities subject to Permitted Liens entitled to priority under Applicable Lawthe terms and conditions set forth in Section 13 of the Pledge Agreement. (b) in all CollateralEach Holder, whether now owned or hereafter acquiredby its acceptance of a Security, pursuant consents and agrees to the terms of the Security Pledge Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery provisions providing for foreclosure and release of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if requiredthe Pledged Securities) as such agreement may be in effect or may be amended from time to time in accordance with their terms, and a certification authorizes and directs the Pledged Securities Intermediary and the Trustee to enter into the Pledge Agreement and to perform their respective obligations and exercise their respective rights under such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Pledged Securities Intermediary or the Trustee, or as may be required by the provisions of the name Pledge Agreement, to assure and address confirm to the Pledged Securities Intermediary and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or any part of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) such agreement, as from time to time constituted, so as to provide render the Administrative Agentsame available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Pledged Securities Intermediary or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Pledged Securities Intermediary for the benefit of the Secured PartiesTrustee and the ratable benefit of the Holders, a perfected first-priority superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security interest under this Indenture in such assets, provided that contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture and the Pledge Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that any lease such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Pledged Securities Intermediary and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (or operating/management agreement with respect toe) Real Property prohibits assignment of such lease (or operating/management agreement) The Pledged Securities Intermediary and the Trustee may, in their sole discretion and without the consent of the lessor Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement, necessary or another party thereunder, appropriate in order to (i) enforce any of the Borrowers shall not be required to grant a mortgage on terms of the leasehold interest Pledge Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such lease, but in agreement. The Pledged Securities Intermediary and the Trustee shall have power to institute and to maintain such event, suits and proceedings as the Borrowers agree they may reasonably deem expedient to diligently preserve or protect their interests and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) interests of the applicable lessor Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other party to such leasehold mortgage (andgovernmental enactment, upon rule or order that may be unconstitutional or otherwise invalid if the receipt of such consentenforcement of, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof such enactment, rule or consent thereunder), order would impair the security interest hereunder or in be prejudicial to the event that interests of the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably requestHolders, the Administrative Agent will, at Pledged Securities Intermediary or of the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicableTrustee).

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to the terms Section 7.3 hereof: (i) all of the Security Agreement to which shares of capital stock of each Subsidiary of the Borrower is a party to the extent perfected now or hereafter directly or indirectly owned by the filing of UCC financing statementsBorrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (bii) a pledge of 100% certain of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and assets of the Non-Borrower Subsidiaries (other than and all proceeds thereof, all as more specifi cally described in the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Borrower Security Agreement; and (ciii) a pledge certain of the capital stock or other Equity Interests assets of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock now or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, hereafter directly or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title indirectly owned by a the Borrower (collectivelyand all proceeds thereof, “Motor Vehicles”) with the Administrative Agent listed all as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests more specifically described in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by Subsidiary Security Agreement. To the Administrative extent the Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected first-priority security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release. (b) In Concurrently with the event any Borrower disposes consummation of any assets Permitted Acquisition or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or other acquisition of any asset which is of the type described in the event that Borrower Security Agreement, the Parent designates Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary) or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary) of the Borrower or upon an Immaterial Subsidiary ceasing to qualify or be designated as an Excluded Immaterial Subsidiary or (conversion from the status of an Immaterial Subsidiary to a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as which is not an Excluded Immaterial Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.is

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to Section 7.3 hereof: (i) all of the shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower (other than Timber Lodge so long as Timber Lodge is an Immaterial Subsidiary) now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement and the Mortgages; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower (other than Timber Lodge so long as Timber Lodge is an Immaterial Subsidiary) and all CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT proceeds thereof, all as more specifically described in the Subsidiary Security Agreement and the Mortgages. To the extent the Agent for the benefit of the Lenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement or which consists of real property of the type described in subsection (c) below, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected security interest in such assets subject only to the Liens permitted pursuant to Section 7.3 hereof. In connection with any sales of assets permitted hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to such assets and no further consent of the Lenders will be required with respect to any such release. (b) Concurrently with the consummation of any Permitted Acquisition or any other acquisition of any asset (whether by purchase, merger, contribution, license or otherwise) which is of the type described in the Borrower Security Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) (an "ACQUIRING SUBSIDIARY") or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) of the Borrower or upon an Immaterial Subsidiary ceasing to qualify or be designated as an Immaterial Subsidiary (conversion from the status of an Immaterial Subsidiary to a Subsidiary which is not an Immaterial Subsidiary is hereinafter referred to as a "CONVERSION"), the Borrower shall: (i) in the case of a Permitted Acquisition of stock or other equity interest or any other acquisition of stock or other equity interest (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary of the Borrower or the formation of such a new Subsidiary or a Conversion: (A) deliver or cause to be delivered to the Agent all of the certificates representing the capital stock (or other equity interest if such equity interests are represented by a certificate or certificates) of such new Subsidiary which is being acquired or formed or converted (or CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Investment if such Investment is not an Immaterial Investment), beneficially owned by the Borrower or such Acquiring Subsidiary, as additional collateral for the Obligations, to be held by the Agent in accordance with the terms of the Borrower Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and (B) cause such Acquiring Subsidiary (which is not already a party thereto) or new Subsidiary which is being acquired or formed or converted to deliver to the Agent (1) duly executed counterpart signature pages to each of the Guaranty, and the Subsidiary Security Agreement Agreement, in the forms attached respectively thereto as Annex I, together with the authorization to the Agent and the Lenders to attach such signature pages to the Guaranty and the Subsidiary Security Agreement, respectively, the effect of which each Borrower is shall be that as of the date set forth on such signature pages such Acquiring Subsidiary or such new or converted Subsidiary, as the case may be, shall become a party to the extent perfected each such agreement and be bound by the filing of UCC financing statements; terms thereof and any revisions to the schedules to the Subsidiary Security Agreement necessary in connection therewith, (b2) a pledge of 100% of the if such new or converted Subsidiary owns any capital stock or other Equity Interests of equity interest or if such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) Acquiring Subsidiary is not already a party to the Administrative Agent on behalf of the Secured Parties pursuant to the a Subsidiary Pledge Agreement; and (c) , a pledge of Subsidiary Pledge Agreement duly executed by such new or converted Subsidiary or such Acquiring Subsidiary, as the capital stock case may be, or if such new or converted Subsidiary owns any copyrights, trademarks, patents or other Equity Interests of each Foreign Subsidiary intellectual property, such additional Security Documents as requested by the Agent, (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any 3) such first-tier Foreign Subsidiary of a Borrower Uniform Commercial Code financing statements as shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that perfect the Borrowers hereby agree, upon the request security interest of the Administrative Agent and the Required LendersLenders in the Collateral being pledged by such new Subsidiary pursuant to the Subsidiary Security Agreement, to deliver, as promptly as practicable, but in any event within ninety and (904) ten (10) days after request thereforprior written notice of any such Permitted Acquisition, other acquisition, formation or Conversion. (ii) in the case of a Permitted Acquisition of assets or any other acquisition of assets (including equity interests of a Person other than a corporation) (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement or the formation of such a new Subsidiary or a Conversion into a Person which in either case is not a corporation, deliver or cause to be CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT delivered by the Borrower or such other later time, if any, to which the Administrative Agent may agreeAcquiring Subsidiary acquiring such assets or forming such new Subsidiary, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with such Uniform Commercial Code financing statements as shall be required to perfect the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor security interest of the Parent to dispose Agent and the Lenders in the assets being so acquired, (B) if such assets include copyrights, trademarks, patents or other intellectual property, such additional Security Documents as requested by the Agent, (C) any additional instruments or documents evidencing the security interest of titled equipment) and, if the Agent reasonably required by the Administrative AgentAgent and (D) ten (10) days prior written notice of any such Permitted Acquisition, the Borrowers shall retain Corporation Service Company other acquisition, formation or Conversion; and (or other similar company satisfactory to the Administrative Agentiii) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company in any case (or A) provide such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (documentation, including, without limitation, the delivery one or more opinions of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance counsel reasonably satisfactory to the Administrative Agent) , articles of incorporation, by-laws and resolutions (or equivalent organizational and authorization documents), which in the reasonable opinion of the applicable lessor Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary or other party to such leasehold mortgage acquisition (andwhether by purchase, upon merger, contribution or otherwise) or Conversion, and (B) if, as a result of the receipt consummation of such consentany transaction or transactions, there is a significant change in the Borrowers shall information provided by the Borrower on Schedule 5.18, promptly grant such leasehold mortgage provide the Agent with a new schedule which reflects the then current corporate structure of the Borrower and comply with its Subsidiaries certified by an Authorized Officer of the other provisions of this Section 10.15 with respect thereto)Borrower. (bc) In Concurrently with the event any Borrower disposes acquisition of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) interest (including a leasehold interest) in any amendment thereof real property by the Borrower or consent thereunder), or any Subsidiary of the Borrower in any state that does not at the event that the Parent designates any Borrower as an Excluded Subsidiary or time of acquisition assess a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably requestmortgage recording tax, the Administrative Agent will, at Borrower shall deliver or cause to be delivered to the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent Mortgages with respect to such assetsreal property interest, Equity Interests or Borrowertogether with title insurance policies, surveys, appraisals, opinions of counsels and such other documentation as applicablethe Agent may reasonably request.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in Real Property and motor vehicles) first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralassets of each Borrower, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign SubsidiariesXXXX) to the Administrative Agent on behalf of the Secured Parties Lenders and the Agents pursuant to the Pledge Agreement; and (c) a pledge of 65% of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged)Subsidiary; provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefordays, or such other later time, if any, titles to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles motor vehicles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, reports and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Agents, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) The Borrowers hereby acknowledge that (i) any and all Uniform Commercial Code financing statements (together with all rights thereunder) filed in connection with the Existing Credit Agreement naming Fleet National Bank, as secured party, and such Borrower, as debtor, have been, or simultaneously herewith are being, assigned to the Administrative Agent and shall be effective to perfect the Administrative Agent’s security interest granted by such Borrower pursuant to the Loan Documents to the extent that such security interest may be perfected by the filing of Uniform Commercial Code financing statements and (ii) such prior filings represent pre-filings of Uniform Commercial Code financing statements for purposes of so perfecting the security interest granted by the Borrowers under the Loan Documents. Until all of the Obligations have been finally paid and satisfied in full, the provisions of this Section shall continue to apply, and such filings shall continue to be effective and not subject to any right of termination in respect of the security interests granted herein, whether any obligations under the Existing Credit Agreement are to be discharged with the proceeds of any of the Loans or are to continue independently or otherwise. (c) In the event any Borrower disposes the Borrowers dispose of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. The Borrowers will at all times cause (ai) The Obligations shall Petroleum Property representing in value, as determined by reference to the most recent Reserve Report, not less than 60% of the Hydrocarbon Property Base and (ii) all outstanding capital stock, limited liability company interests or partnership interests directly or indirectly owned by HEC of each wholly-owned and (to the extent not restricted by customary provisions in joint venture agreements or similar agreements) non-wholly owned Material Subsidiary of HEC (including without limitation any Person (including without limitation any Subsidiary) which becomes a Material Subsidiary after the date hereof), to be secured by (a) a perfected subject to valid first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Collateral Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesBanks pursuant to the Collateral Documents. In the event that the daily average aggregate unpaid principal amount of Debt of the Borrowers exceeds 50% of the Debt Limit for a period of ninety (90) days, the Required Banks may deliver to the Borrowers a written demand for additional collateral security pursuant to this Section. Upon receipt of such demand, the Borrowers will, or will cause its Subsidiaries to, grant to the Collateral Agent for the benefit of the Banks, within sixty (60) days of receipt of such demand, as security for the Indebtedness, a perfected first-priority security interest Lien on additional Petroleum Property such that Petroleum Property representing in such assetsvalue, provided that as determined by reference to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent most recent Reserve Report, not less than 80% of the lessor or another party thereunder, the Borrowers Hydrocarbon Property Base shall not thereafter be required subject to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently first-priority Liens. The Liens will be created and perfected by and in good faith use its reasonable best efforts to obtain accordance with the consent (which consent shall be provisions of security agreements and financing statements, deeds of trust or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative AgentRequired Banks in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. The Borrowers will furnish or cause to be furnished to each of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage Banks in connection therewith opinions satisfactory in form and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted substance to the Administrative Agent with respect Required Banks from counsel satisfactory to such assets, Equity Interests or Borrower, the Required Banks as applicable.to such

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to Section 7.3 hereof: (i) all of the ----------- shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement and the Mortgages; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Subsidiary Security Agreement and the Mortgages. To the extent the Agent for the benefit of the Lenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement or which consists of real property of the type described in subsection (c) below, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected security interest in such assets subject only to the Liens permitted pursuant to Section 7.3 hereof. In connection with any sales of assets permitted hereunder, ----------- the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to such assets and no further consent of the Lenders will be required with respect to any such release. (b) Concurrently with the consummation of any Permitted Acquisition or any other acquisition of any asset (whether by purchase, merger, contribution, license or otherwise) which is of the type described in the Borrower Security Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any ------------ Security Document) (an "Acquiring Subsidiary") or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) of the Borrower or upon an Immaterial ------------ Subsidiary ceasing to qualify or be designated as an Immaterial Subsidiary (conversion from the status of an Immaterial Subsidiary to a Subsidiary which is not an Immaterial Subsidiary is hereinafter referred to as a "Conversion"), the Borrower shall: (i) in the case of a Permitted Acquisition of stock or other equity interest or any other acquisition of stock or other equity interest (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary of the Borrower or the formation of such a new Subsidiary or a Conversion: (A) deliver or cause to be delivered to the Agent all of the certificates representing the capital stock (or other equity interest if such equity interests are represented by a certificate or certificates) of such new Subsidiary which is being acquired or formed or converted (or Investment if such Investment is not an Immaterial Investment), beneficially owned by the Borrower or such Acquiring Subsidiary, as additional collateral for the Obligations, to be held by the Agent in accordance with the terms of the Borrower Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and (B) cause such Acquiring Subsidiary (which is not already a party thereto) or new Subsidiary which is being acquired or formed or converted to deliver to the Agent (1) duly executed counterpart signature pages to each of the Guaranty, and the Subsidiary Security Agreement Agreement, in the forms attached respectively thereto as Annex I, together with the authorization to the Agent and the Lenders to attach such signature pages to the Guaranty and the Subsidiary Security Agreement, respectively, the effect of which each Borrower is shall be that as of the date set forth on such signature pages such Acquiring Subsidiary or such new or converted Subsidiary, as the case may be, shall become a party to the extent perfected each such agreement and be bound by the filing of UCC financing statements; terms thereof and any revisions to the schedules to the Subsidiary Security Agreement necessary in connection therewith, (b2) a pledge of 100% of the if such new or converted Subsidiary owns any capital stock or other Equity Interests of equity interest or if such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) Acquiring Subsidiary is not already a party to the Administrative Agent on behalf of the Secured Parties pursuant to the a Subsidiary Pledge Agreement; and (c) , a pledge of Subsidiary Pledge Agreement duly executed by such new or converted Subsidiary or such Acquiring Subsidiary, as the capital stock case may be, or if such new or converted Subsidiary owns any copyrights, trademarks, patents or other Equity Interests of each Foreign Subsidiary intellectual property, such additional Security Documents as requested by the Agent, (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any 3) such first-tier Foreign Subsidiary of a Borrower Uniform Commercial Code financing statements as shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that perfect the Borrowers hereby agree, upon the request security interest of the Administrative Agent and the Required LendersLenders in the Collateral being pledged by such new Subsidiary pursuant to the Subsidiary Security Agreement, to deliver, as promptly as practicable, but in any event within ninety and (904) ten (10) days after request thereforprior written notice of any such Permitted Acquisition, other acquisition, formation or Conversion. (ii) in the case of a Permitted Acquisition of assets or any other acquisition of assets (including equity interests of a Person other than a corporation) (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement or the formation of such a new Subsidiary or a Conversion into a Person which in either case is not a corporation, deliver or cause to be delivered by the Borrower or such other later time, if any, to which the Administrative Agent may agreeAcquiring Subsidiary acquiring such assets or forming such new Subsidiary, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with such Uniform Commercial Code financing statements as shall be required to perfect the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor security interest of the Parent to dispose Agent and the Lenders in the assets being so acquired, (B) if such assets include copyrights, trademarks, patents or other intellectual property, such additional Security Documents as requested by the Agent, (C) any additional instruments or documents evidencing the security interest of titled equipment) and, if the Agent reasonably required by the Administrative AgentAgent and (D) ten (10) days prior written notice of any such Permitted Acquisition, the Borrowers shall retain Corporation Service Company other acquisition, formation or Conversion; and (or other similar company satisfactory to the Administrative Agentiii) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company in any case (or A) provide such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (documentation, including, without limitation, the delivery one or more opinions of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance counsel reasonably satisfactory to the Administrative Agent) , articles of incorporation, by-laws and resolutions (or equivalent organizational and authorization documents), which in the reasonable opinion of the applicable lessor Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary or other party acquisition (whether by purchase, merger, contribution or otherwise) or Conversion, (B) cause any newly formed or acquired Immaterial Subsidiary which is or is to such leasehold mortgage become a Subordinated Guarantor, to execute and deliver a counterpart to the Guaranty, and (andC) if, upon as a result of the receipt consummation of such consentany transaction or transactions, there is a significant change in the Borrowers shall information provided by the Borrower on Schedule 5.18, promptly grant such leasehold mortgage ------------- provide the Agent with a new schedule which reflects the then current corporate structure of the Borrower and comply with its Subsidiaries certified by an Authorized Officer of the other provisions of this Section 10.15 with respect thereto)Borrower. (bc) In Concurrently with the event any Borrower disposes acquisition of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) interest (including a leasehold interest) in any amendment thereof real property by the Borrower or consent thereunder), or any Subsidiary of the Borrower in any state that does not at the event that the Parent designates any Borrower as an Excluded Subsidiary or time of acquisition assess a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably requestmortgage recording tax, the Administrative Agent will, at Borrower shall deliver or cause to be delivered to the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent Mortgages with respect to such assetsreal property interest, Equity Interests or Borrowertogether with title insurance policies, surveys, appraisals, opinions of counsels and such other documentation as applicablethe Agent may reasonably request.

Collateral Security. (a) The To secure performance by Borrower of its obligations under this Agreement and the Notes, Borrower and Guarantors shall grant to Agent in its capacity as such Agent under this Agreement for the ratable benefit of Lenders hereunder, a first priority security interest in and Lien (and only Lien, except for Permitted Liens) on certain of the Oil and Gas Properties of Borrower and Guarantors as may be selected by Agent, in its capacity as such Agent under this Agreement, and the oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil or gas purchase contracts (now existing or hereafter arising) relating to such Oil and Gas Properties and in related personal properties, fixtures and other properties, as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and other documents to be executed by Borrower and Guarantors and delivered to or on behalf of Agent, in its capacity as such Agent under this Agreement for the ratable benefit of Lenders. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Lenders or an Affiliate of any of Lenders shall be secured by the Collateral covering the Oil and Gas Properties on a pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Lenders, or an Affiliate of any Lender, are entered into, and pursuant to this provision become secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether Lender involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties and other collateral in which Borrower and Guarantors grant or hereafter grant to Agent for the ratable benefit of Lenders, a first and prior Lien (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Lawthe satisfaction of Agent) in all accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the “Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; ”. (b) a pledge of 100% of the capital stock or other Equity Interests The granting and assigning of such Borrowers (other than the Parent) security interests and of the Non-Liens by Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties and Guarantors shall be pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be Documents in form and substance reasonably satisfactory to Agent. Concurrently with the Administrative Agent) delivery of each of the applicable lessor Collateral Documents or other party within a reasonable time thereafter, Borrower and Guarantors shall have furnished or caused to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold be furnished to Agent mortgage and comply with the title opinions and other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall title information reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse satisfactory to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to the title and Lien status of Borrower’s and Guarantors’ interests in not less than 75% of the Engineered Value of the mortgaged Borrowing Base Properties. “Engineered Value” for this purpose shall mean future net revenues discounted at the discount rate being used by Agent as of the date of any such assetsdetermination utilizing the pricing parameters used in the engineering report furnished to Agent pursuant to Sections 7 and 12 hereof. Borrower will cause to be executed and delivered to Agent, Equity Interests in the future, additional Collateral Documents if Agent reasonably deems such are necessary to insure perfection or Borrower, as applicablemaintenance of Lenders’ security interests and Liens in not less than 80% of the Engineered Value of the Oil and Gas Properties which are included in the Borrowing Base then in effect.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to the terms Section 7.3 hereof: (i) all of the Security Agreement to which shares of capital stock of each Subsidiary of the Borrower is a party to the extent perfected now or hereafter directly or indirectly owned by the filing of UCC financing statementsBorrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (bii) a pledge of 100% certain of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and assets of the Non-Borrower Subsidiaries (other than and all proceeds thereof, all as more specifically described in the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Borrower Security Agreement; and (ciii) a pledge certain of the capital stock or other Equity Interests assets of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock now or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, hereafter directly or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title indirectly owned by a the Borrower (collectivelyand all proceeds thereof, “Motor Vehicles”) with the Administrative Agent listed all as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests more specifically described in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by Subsidiary Security Agreement. To the Administrative extent the Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected first-priority security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted under the Credit Agreement, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release. (b) In Concurrently with the event any Borrower disposes consummation of any assets Permitted Acquisition or Equity Interests any other acquisition of any asset which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary) or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary) of the Borrower or upon an Immaterial Subsidiary ceasing to qualify or be designated as permitted under, and in compliance with, Section 7.04(b) an Immaterial Subsidiary (including any amendment thereof or consent thereunderconversion from the status of an Immaterial Subsidiary to a Subsidiary which is not an Immaterial Subsidiary is hereinafter referred to as a "Conversion"), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower shall (or the Parent, i) in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications Permitted Acquisition of stock or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty any other acquisition of stock by the Administrative Agent, execute and Borrower or any such Subsidiary of the Borrower or the formation of such a new Subsidiary or a Conversion: (A) deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order or cause to release such Person from its Obligations under the Loan Documents and to release the Liens granted be delivered to the Administrative Agent with respect to all of the certificates representing the capital stock (or other instruments or securities evidencing ownership) of such assetsnew Subsidiary which is being acquired or formed or converted, Equity Interests or Borrower, as applicable.beneficially

Collateral Security. (a) The Payment and performance of the Obligations shall be secured by first priority perfected Liens on the following property (aexcept that the Lien on property described in the PEI Security Agreement shall be a second priority perfected Lien): (i) a perfected first-priority security interest all personal property of the Company; (subject ii) all personal property of ICP (the “ICP Personal Property Collateral”); (iii) all personal property of PEC pursuant to Permitted Liens entitled the PEC Pledge Agreement and the PEC Security Agreement; (iv) the personal property of PEI described in the PEI Security Agreement (collectively, the assets referenced in clauses (i), (ii), (iii) and (iv) of this Section 6.3 are referred to priority under Applicable Lawherein as the “Personal Property Collateral”); (v) all real property and improvements of the Company; (vi) all real property and improvements of ICP (the “ICP Real Property Collateral” and together with the ICP Personal Property Collateral, the “ICP Collateral” and collectively, the assets referenced in all clauses (v) and (vi) of this Section 6.3 are referred to herein as the “Real Property Collateral”). In each case, whether now owned or hereafter acquiredacquired (the Personal Property Collateral and the Real Property Collateral and such additional personal property or real property that may be pledged from time to time to secure in whole or in part the Obligations are collectively referred to as the “Collateral”), subject only to Permitted Liens or other exceptions approved in writing by Agent. Prior to or substantially contemporaneously with the date of this Agreement and at such other times as Agent may request (including each time the Company, ICP or PEC acquires any real property or any personal property not already subject to the Liens required herein), the Company shall execute and deliver to (or shall cause to be delivered) Agent such security agreements, pledge agreements, assignments, mortgages, deeds of trust, and other documents and agreements requested by Agent for the purpose of creating, perfecting, and maintaining a perfected Lien on the Collateral, subject only to Permitted Liens or other exceptions approved in writing by Agent. The Company hereby authorizes Agent to file such Uniform Commercial Code financing statements to record such mortgages, deeds of trust, and other documents in the applicable real property records as Agent reasonably determines are necessary or advisable to perfect the security interests in and Liens on the Collateral. Payment and performance of the Obligations shall also be guaranteed by PEC pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected PEC Guaranty and by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties ICP pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)ICP Guaranty. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, 2.10 Section 7.04(b) (including any amendment thereof or consent thereunder6.12(h), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Company shall cause to be secured by (a) granted to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter existing or acquired: (i) all of the shares of capital stock of its Subsidiaries now or hereafter directly owned by the Company and all proceeds thereof, pursuant all as more specifically described in the Company Pledge Agreement; (ii) certain of the assets of the Company and all proceeds thereof, all as more specifically described in the Company Security Agreement, the Company Trademark Agreement, the Company Mortgages, the Mexican Assignment Agreement and each Collateral Assignment to which the Company is a party; (iii) certain of the assets of its Subsidiaries now or hereafter directly or indirectly owned by such Subsidiaries and all proceeds thereof, all as more specifically described in the Subsidiary Security Agreement, the Subsidiary Trademark Agreement, the Subsidiary Pledge Agreements, the Subsidiary Mortgages and each Collateral Assignment to which each Subsidiary of the Company is a party; and (iv) certain assets of the Parent, including, without limitation, the shares of capital stock of the Company and all the proceeds thereof, all as more specifically described in the Parent Pledge Agreement. (b) Concurrently with the consummation of any Permitted Acquisition or the formation of any new Subsidiary of the Company which is permitted hereunder, the Company shall (i) in the case of a Permitted Acquisition of stock by the Company or any of its Subsidiaries or the formation of a new Subsidiary of the Company: (A) deliver or cause to be delivered to the Administrative Agent all of the certificates representing the capital stock (or other instruments or securities evidencing ownership) of such new Subsidiary which is being acquired or formed, beneficially owned by the Company or such Subsidiary, as additional collateral for the Obligations, to be held by the Administrative Agent in accordance with the terms of the Security Company Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and (B) cause such new Subsidiary which is being acquired or formed to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) deliver to the Administrative Agent on behalf (1) duly executed counterpart signature pages to each of the Secured Parties Subsidiary Guaranty, the Subsidiary Security Agreement and the Intercompany Security Agreement, in the forms attached respectively thereto as Annex I, together with the authorization to the Administrative Agent and the Lenders to attach such signature pages to the Subsidiary Guaranty, the Subsidiary Security Agreement and the Intercompany Security Agreement, respectively, the effect of which shall be that as of the date set forth on such signature pages such new Subsidiary shall become a party to each such agreement and be bound by the terms thereof, (2) if such Subsidiary owns any capital stock of any other Subsidiary of the Company, a Subsidiary Pledge Agreement, (3) if such Subsidiary owns any U.S. registered trademarks, a Subsidiary Trademark Agreement, (4) Intercompany Demand Note, duly endorsed, pledged and delivered to the Administrative Agent under the Company Pledge Agreement, (5) such Uniform Commercial Code financing statements as shall be required to perfect the security interest of the Administrative Agent and the Lenders in the Collateral being pledged by such new Subsidiary pursuant to the Pledge Agreement; Subsidiary Security Agreement and (c6) unless otherwise agreed to in writing by the Required Lenders, a pledge Subsidiary Mortgage, together with such title insurance policies, surveys and appraisals as the Administrative Agent may have reasonably requested; (ii) in the case of a Permitted Acquisition of assets or the acquisition of any fee interest in real property (other than any such property deemed immaterial by the Administrative Agent) by the Company or any of its Subsidiaries, deliver or cause to be delivered by the Company or such Subsidiary acquiring such assets, (A) such Uniform Commercial Code financing statements as shall be required to perfect the security interest of the capital stock Administrative Agent and the Lenders in the assets being so acquired and (B) unless otherwise agreed to in writing by the Required Lenders, a Company Mortgage or Subsidiary Mortgage, as the case may be, together with such title insurance policies, surveys and appraisals as the Administrative Agent may have reasonably requested; and (iii) in any case, provide such other Equity Interests documentation, including, without limitation, one or more opinions of each Foreign counsel reasonably satisfactory to the Administrative Agent, articles of incorporation, by-laws and resolutions, which in the reasonable opinion of the Administrative Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary. Notwithstanding the foregoing, nothing contained in this Section 2.17 shall require (A) the Company or any Subsidiary (provided that not to pledge more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign foreign Subsidiary of a Borrower shall be or (B) any foreign Subsidiary to take any action otherwise required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later timeby this Section 2.17, if any, to which in either case the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers Company shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor have determined that such pledge or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)action will have an adverse tax consequence. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Company shall cause to be secured by (a) granted to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter existing or acquired, pursuant to the terms : (i) all of the Security shares of capital stock or other Equity Interests now or hereafter directly owned by the Company of or in its Subsidiaries and all proceeds thereof, all as more specifically described in the Company Pledge Agreement; (ii) all of the Intercompany Demand Notes, all of the Intercompany Acquisition Notes and the assets of the Company described in the Mexican Assignment Agreement and each Collateral Assignment to which the Company is a party ; (iii) all of the shares of capital stock or other Equity Interests now or hereafter directly or indirectly owned by any Subsidiary of or in its Subsidiaries and all proceeds thereof, all as more specifically described in the Subsidiary Pledge Agreements and the assets described in each Collateral Assignment to which each Borrower Subsidiary of the Company is a party to party; and (iv) the extent perfected shares of capital stock of the Company owned by the filing of UCC financing statements; Parent and all the proceeds thereof, all as more specifically described in the Parent Pledge Agreement. (b) (1) Concurrently with the consummation of any Permitted Acquisition or (2) if earlier, within four Business Days of the formation of any new Subsidiary of the Company which is permitted hereunder, the Company shall (i) in the case of a pledge Permitted Acquisition of 100% stock or a Permitted Acquisition of other Equity Interests by the Company or any of its Subsidiaries or the formation of a new Subsidiary of the Company: (A) deliver or cause to be delivered to the Administrative Agent all of the certificates representing the capital stock or other Equity Interests (or other instruments or securities evidencing ownership) of such Borrowers (other than new Subsidiary which is being acquired or formed, beneficially owned by the Parent) and Company or such Subsidiary, as additional collateral for the Obligations, to be held by the Administrative Agent in accordance with the terms of the Non-Borrower Subsidiaries (Company Pledge Agreement, Subsidiary Pledge Agreement or such other than the Foreign Subsidiaries) document in form and substance satisfactory to the Administrative Agent on behalf executed from time to time to effect the pledge and assignment of such Equity Interests, as the Secured Parties pursuant to the Pledge Agreementcase may be; and (cB) a pledge cause such new Subsidiary which is being acquired or formed to deliver to the Administrative Agent (1) duly executed counterpart signature pages to the Subsidiary Guaranty, in the form attached thereto as Annex I, together with the authorization to the Administrative Agent and the Lenders to attach such signature page to the Subsidiary Guaranty, the effect of which shall be that as of the date set forth on such signature pages such new Subsidiary shall become a party to such agreement and be bound by the terms thereof, (2) if such Subsidiary owns any capital stock or other Equity Interests of each Foreign any other Subsidiary of the Company, a Subsidiary Pledge Agreement or such other document in form and substance satisfactory to the Administrative Agent executed from time to time to effect the pledge and assignment of such Equity Interests, and (provided that not 3) an Intercompany Demand Note, duly endorsed, pledged and delivered to the Administrative Agent under the Company Pledge Agreement; (ii) deliver or cause to be delivered such Uniform Commercial Code financing statements as shall be requested to perfect the security interest of the Administrative Agent and the Lenders in the assets being acquired to the extent such assets constitute Collateral; and (iii) in any case, provide such other related documentation, including, without limitation, one or more opinions of counsel reasonably satisfactory to the Administrative Agent, articles of incorporation, by-laws and resolutions, which in the reasonable opinion of the Administrative Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary. Notwithstanding the foregoing, nothing contained in this Section 2.17 shall require (A) the Company or any Subsidiary to pledge more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign foreign Subsidiary of a Borrower shall be or (B) any foreign Subsidiary to take any action otherwise required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later timeby this Section 2.17, if any, to which in either case the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers Company shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor have determined that such pledge or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)action will have an adverse tax consequence. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in the case of Real Property and motor vehicles, subject to the following proviso) first-priority security interest (subject only to Permitted Liens entitled to priority under Applicable LawLiens) in all Collateralassets of each Borrower (other than the Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock or other Equity Interests equity interests (or in the case of a foreign Subsidiary, 65% of the capital stock or other equity interests) of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties Lenders and the Administrative Agent pursuant to the Pledge AgreementSecurity Documents; and (c) a pledge of 65% of the capital stock or other Equity Interests equity interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged)foreign Subsidiary; provided that the Borrowers hereby agree, upon the request of notice from the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefordays, or such other later time, if any, titles to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles motor vehicles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s engineer's reports, surveys, environmental site assessments and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Administrative Agent, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) The Borrowers hereby acknowledge that (i) any and all Uniform Commercial Code financing statements filed in connection with the Prior Credit Agreement naming the Administrative Agent, as secured party, and such Borrower, as debtor, shall be effective to perfect the Administrative Agent's security interest granted by such Borrower pursuant to the Loan Documents to the extent that such security interest may be perfected by the filing of Uniform Commercial Code financing statements and (ii) such prior filings represent pre-filings of Uniform Commercial Code financing statements for purposes of so perfecting the security interest granted by the Borrowers under the Loan Documents. Until all of the Obligations have been finally paid and satisfied in full, the provisions of this s. 12(b) shall continue to apply, and such filings shall continue to be effective and not subject to any right of termination in respect of the security interests granted herein, whether any obligations under the Prior Credit Agreement are to be discharged with the proceeds of any of the Loans or are to continue independently or otherwise. (c) In the event any Borrower disposes the Borrowers dispose of any assets or Equity Interests as permitted under, in accordance with s. 8.4.2 (and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunders. 4.4.1 where applicable), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ ' sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Administrative Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to Section 7.3 hereof: (i) all of the shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement and the Mortgages; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Subsidiary Security Agreement and the Mortgages. To the extent the Administrative Agent for the benefit of the Lenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Administrative Agent for itself and the benefit of the Lenders a first priority perfected security interest in such assets subject only to the Liens permitted pursuant to Section 7.3 hereof. In connection with any sales of assets permitted hereunder, the Administrative Agent will release and terminate the liens and security interests granted under the Security Documents with respect to such assets and no further consent of the Lenders will be required with respect to any such release. (b) Concurrently with the consummation of any Permitted Acquisition or any other acquisition of any asset (whether by purchase, merger, contribution, license or otherwise) which is of the type described in the Borrower Security Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement by the Borrower or any Subsidiary of the Borrower (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) (an "ACQUIRING SUBSIDIARY") or the formation of any new Subsidiary (other than a Subsidiary which, after giving effect to any such acquisition, is an Immaterial Subsidiary, except as otherwise provided in Section 6.11 or any Security Document) of the Borrower or upon an Immaterial Subsidiary ceasing to qualify or be designated as an Immaterial Subsidiary (conversion from the status of an Immaterial Subsidiary to a Subsidiary which is not an Immaterial Subsidiary is hereinafter referred to as a "CONVERSION"), the Borrower shall: (i) in the case of a Permitted Acquisition of stock or other equity interest or any other acquisition of stock or other equity interest (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary of the Borrower or the formation of such a new Subsidiary or a Conversion: (A) deliver or cause to be delivered to the Administrative Agent all of the certificates representing the capital stock (or other equity interest if such equity interests are represented by a certificate or certificates) of such new Subsidiary which is being acquired or formed or converted (or Investment if such Investment is not an Immaterial Investment), beneficially owned by the Borrower or such Acquiring Subsidiary, as additional collateral for the Obligations, to be held by the Administrative Agent in accordance with the terms of the Borrower Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and (B) cause such Acquiring Subsidiary (which is not already a party thereto) or new Subsidiary which is being acquired or formed or converted to deliver to the Administrative Agent (1) duly executed counterpart signature pages to each of the Guaranty, and the Subsidiary Security Agreement Agreement, in the forms attached respectively thereto as Appendix I, together with the authorization to the Administrative Agent and the Lenders to attach such signature pages to the Guaranty and the Subsidiary Security Agreement, respectively, the effect of which each Borrower is shall be that as of the date set forth on such signature pages such Acquiring Subsidiary or such new or converted Subsidiary, CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT as the case may be, shall become a party to the extent perfected each such agreement and be bound by the filing of UCC financing statements; terms thereof and any revisions to the schedules to the Subsidiary Security Agreement necessary in connection therewith, (b2) a pledge of 100% of the if such new or converted Subsidiary owns any capital stock or other Equity Interests of equity interest or if such Borrowers (Acquiring Subsidiary is not already a party to a Subsidiary Pledge Agreement, a Subsidiary Pledge Agreement duly executed by such new or converted Subsidiary or such Acquiring Subsidiary, as the case may be, or if such new or converted Subsidiary owns any copyrights, trademarks, patents or other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to intellectual property, such additional Security Documents as requested by the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and Agent, (c3) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower Uniform Commercial Code financing statements as shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that perfect the Borrowers hereby agree, upon the request security interest of the Administrative Agent and the Required LendersLenders in the Collateral being pledged by such new Subsidiary pursuant to the Subsidiary Security Agreement, to deliver, as promptly as practicable, but in any event within ninety and (904) ten (10) days after request thereforprior written notice of any such Permitted Acquisition, other acquisition, formation or Conversion. (ii) in the case of a Permitted Acquisition of assets or any other acquisition of assets (including equity interests of a Person other than a corporation) (whether by purchase, merger, contribution, license or otherwise) by the Borrower or any such Acquiring Subsidiary which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement or the formation of such a new Subsidiary or a Conversion into a Person which in either case is not a corporation, deliver or cause to be delivered by the Borrower or such other later timeAcquiring Subsidiary acquiring such assets or forming such new Subsidiary, if any, (A) such Uniform Commercial Code financing statements as shall be required to which perfect the security interest of the Administrative Agent may agreeand the Lenders in the assets being so acquired, (iB) certificates of titles for all if such assets include copyrights, trademarks, patents or substantially all vehiclesother intellectual property, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed such additional Security Documents as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required requested by the Administrative Agent, (C) any additional instruments or documents evidencing the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to security interest of the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested required by the Administrative Agent and (D) ten (10) days prior written notice of any such Permitted Acquisition, other acquisition, formation or Conversion; and (iii) in any case (A) provide such other documentation, including, without limitation, the delivery one or more opinions of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance counsel reasonably satisfactory to the Administrative Agent) , articles of incorporation, by-laws and resolutions (or equivalent organizational and authorization documents), which in the reasonable opinion of the applicable lessor Administrative Agent is necessary or advisable in connection with such Permitted Acquisition or formation of such new Subsidiary or other party to such leasehold mortgage acquisition (andwhether by purchase, upon merger, contribution or otherwise) or Conversion, and (B) if, as a result of the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes consummation of any assets transaction or Equity Interests as permitted undertransactions, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or there is a significant change in the event that information provided by the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designationon Schedule 5.18, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided promptly provide the Administrative Agent with such certifications or documents, if any, as a new schedule which reflects the Administrative Agent shall reasonably request, then current corporate structure of the Administrative Agent will, at Borrower and its Subsidiaries certified by an Authorized Officer of the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.. CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (c) [Reserved]

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The Obligations Borrower shall be secured by (a) have duly executed and delivered a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and form of Exhibit G hereto (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto"Security Agreement"). (b) In The Borrower shall have furnished the event any Guaranties duly executed and delivered by Marriott. (c) The Borrower disposes shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by the Borrower and the Manager in the form of Exhibit H hereto. (d) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any assets or Equity Interests as permitted under, loan advances and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parentinterest thereon and, in the case of designating a the General Partner, capital contributions at any time made by the General Partner to the Borrower as an Excluded Subsidiary hereunder) to the prior payment of the Loan, and shall have provided assigned to the Administrative Agent with Original Lenders the right to repayment of any and all such certifications loan advances and interest thereon or documentscapital contributions made by the General Partner to the Borrower, if any, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreement."). (f) The Borrower shall have duly executed and delivered such financing statements as the Administrative Agent Lenders or their counsel shall reasonably requestrequire to further evidence, confirm and perfect the Administrative Agent willsecurity interests granted or to be granted in the Security Agreement, at Mortgage, Subordination Agreement and in the Borrowers’ sole cost other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and expensedelivered such other and further agreements, documents and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents instruments as the Borrowers Lenders or their counsel may reasonably request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicablethis Section 4.2.

Collateral Security. (a) 4.1 COMPOSITION OF THE COLLATERAL; SECURITY INTERESTS GRANTED PURSUANT TO ORIGINAL SOUTHTRUST LOAN DOCUMENTS. The Obligations shall be secured by (a) property in which a perfected first-priority security interest (subject is granted or acknowledged pursuant to Permitted Liens entitled the provisions of Section and hereof or pursuant to priority under Applicable Law) in all the provisions of any Security Document is herein collectively called the "Collateral." The Collateral, whether now owned or hereafter acquiredtogether with all of the Borrowers' other property of any kind held by the Lender, shall stand as one general, continuing collateral security for all Obligations and, except as expressly provided in Section 4.8 hereof, may be retained by the Lender until all Obligations have been satisfied in full. Each of the Borrowers hereby acknowledges that, pursuant to the terms Original SouthTrust Loan Documents, each of the Security Agreement to which each Borrower is a party Borrowers granted to the extent perfected Lender valid, first priority security interests and liens on all of the Collateral owned by them (or in which any of them has any interest) as security for the Indebtedness and obligations evidenced by the filing Original SouthTrust Loan Documents. Each of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon ratifies and confirms the request grant of the Administrative Agent such security interests and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney liens in favor of the Parent to dispose Lender, as security for all the Obligations. Each of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory hereby agrees that the provisions of Sections 4.2 and 4.3 hereof, in addition to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent providing for the Secured Parties with respect to the perfection present grant of security interests and liens in the Motor Vehicles; Collateral to secure the full and prompt payment and performance of all Obligations, shall be construed as (A) a ratification and restatement of their respective grants of security interests and liens under and pursuant to the Original SouthTrust Loan Documents as security for the Obligations, and (iiB) mortgages with respect to Real Property a representation and to take warranty by Borrowers that all such other steps security interests and make such other deliveries liens remain in full force and effect as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)Closing Date. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-(except in the case of Real Property and motor vehicles, subject to the following proviso) first- priority security interest (subject only to Permitted Liens entitled to priority under Applicable LawLiens) in all Collateralassets of each Borrower (other than the Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock Capital Stock (or other Equity Interests in the case of a foreign Subsidiary, 65% of the Capital Stock) of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties Lenders and the Administrative Agent pursuant to the Pledge AgreementSecurity Documents; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power Capital Stock of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged)each foreign Subsidiary; provided that the Borrowers hereby agree, upon the request of notice from the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefordays, or such other later time, if any, titles to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles motor vehicles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineerengineer’s reports, surveys, environmental site assessments and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Administrative Agent, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In The Borrowers hereby acknowledge that (i) any and all Uniform Commercial Code financing statements (together with all rights thereunder) filed in connection with the event any Borrower disposes of any assets or Equity Interests Existing Credit Agreement naming Fleet National Bank, as permitted undersecured party, and in compliance withsuch Borrower, Section 7.04(b) (including any amendment thereof or consent thereunder)as debtor, have been, or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designationsimultaneously herewith are being, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted assigned to the Administrative Agent with respect and shall be effective to perfect the Administrative Agent’s security interest granted by such assets, Equity Interests or Borrower, as applicable.Borrower pursuant to the Loan Documents to the extent that such security interest may be perfected by the filing of Uniform Commercial Code financing statements and

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in the case of Real Property and motor vehicles, subject to the following proviso) first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Lawapplicable law) in all Collateralassets of each Borrower, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to Documents and the extent perfected by the filing of UCC financing statementsIntercreditor Agreement; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement); and (c) a pledge of 65% of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged)Subsidiary; provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required LendersAgent, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request thereforsuch request, or such other later time, if any, titles to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles motor vehicles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to all Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, reports and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesBanks and the Administrative Agent, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In The Borrowers hereby acknowledge that any and all Uniform Commercial Code financing statements filed in connection with the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) Existing Credit Agreement shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse be effective to or warranty by perfect the Administrative Agent’s security interest granted by such Borrower pursuant to the Security Documents to the extent that such security interest may be perfected by the filing of Uniform Commercial Code financing statements. Until all of the Obligations have been finally paid and satisfied in full, execute and deliver all such forms, releases, discharges, assignments, termination statementsthe provisions of this §11(b) shall continue to apply, and similar documents as such filings shall continue to be effective and not subject to any right of termination in respect of the Borrowers may reasonably request in order to release such Person from its Obligations security interests granted herein, whether any obligations under the Loan Documents and Existing Credit Agreement are to release be discharged with the Liens granted proceeds of any of the Loans or are to the Administrative Agent with respect to such assets, Equity Interests continue independently or Borrower, as applicableotherwise.

Collateral Security. (a) The Obligations shall be secured by (ai) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable applicable Law) in all Collateralpersonal property of the Domestic Loan Parties (other than Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower Domestic Loan Party is a party to the extent perfected by the filing of UCC financing statements; , and (bii) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers each Domestic Subsidiary (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiariesan Excluded Subsidiary) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower Domestic Loan Party shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged), in each case pursuant to the Pledge Agreement; provided that the Borrowers Domestic Loan Parties hereby agree, upon the request of the Administrative Agent and or the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Domestic Loan Party (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent Company to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers Domestic Loan Parties shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (iiB) mortgages with respect to Material Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower Domestic Loan Party disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) 7.05 (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default or Event of Default would result from such designationtherefrom, and so long as such Borrower (Domestic Loan Party or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) Company shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the BorrowersLoan Parties’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as such Domestic Loan Party or the Borrowers Company may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or BorrowerSubsidiary, as applicable. [Signature pages followintentionally omitted] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 17, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Stericycle, Inc., a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ______________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements. 3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and 4. The representations and warranties of (i) the Borrowers contained in Article V of the Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the date hereof, 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 (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered. 5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate. 6. Since the date of delivery of the most recent Compliance Certificate, no Persons have become Material Subsidiaries [other than _______________].

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in Motor Vehicles) first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralassets of each Borrower (except Real Property), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign SubsidiariesSubsidiaries and XXXX) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain have retained Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, landlord consents and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree Borrower agrees to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) The Obligations As security for the payment of all of the Obligations, the Borrower shall grant or cause to be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant granted to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative AgentBank, for the benefit of the Secured PartiesBank, a perfected Lien on and security interest in and to all of the following, whether now or hereafter owned, existing, created, arising or acquired: (i) all of the Equity Interests in its Subsidiaries or in any other Person now or hereafter owned or otherwise acquired by the Borrower or any of its Subsidiaries, and all income and proceeds thereof; and (ii) all of the tangible or intangible personal Properties of the Borrower and of each of its Subsidiaries (other than Excluded Equipment), and all income, proceeds and products thereof. If, in order to secure financing provided to the Borrower after the date hereof, the Borrower shall not have granted a first-priority Lien on the Real Estate located at 706 X. 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, xx February 28, 2000, then the Borrower shall, by March 31, 2000, grant to the Bank a first-priority Lien on such Real Estate pursuant to mortgage or other Instruments reasonably satisfactory in form and substance to the Bank (b) Concurrently with the consummation of any acquisition, organization, creation or formation of any new Subsidiary of the Borrower, the Borrower will: (i) execute and deliver to the Bank a pledge agreement, in form and substance satisfactory to the Bank, pledging all of the Borrower's Equity Interests in such new subsidiary; and; (ii) (A) deliver or cause to be delivered to the Bank in pledge all of the certificates representing such Equity Interests, and (B) cause such new Subsidiary to execute and deliver to the Bank (1) a guarantee agreement and a security agreement in form and substance satisfactory to the Bank upon the terms of which such Subsidiary shall guarantee the payment and performance in full of all of the Obligations and grant to the Bank a Lien on and security interest in and to all of its tangible or intangible personal Properties (other than Excluded Equipment), and (2) such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers Uniform Commercial Code financing statements and other Security Instruments as shall not be required to grant a mortgage on perfect the leasehold interest under security interests and Liens of the Bank in the collateral being pledged and assigned by such leasenew Subsidiary pursuant to such security agreement; and (iii) in each such case, but comply with all of the applicable provisions of Section 8.1.9 and provide all such other documentation, including, without limitation, one or more opinions of counsel reasonably satisfactory to the Bank, Governing Documents, and resolutions, as in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain opinion of the consent (which consent Bank shall be necessary or advisable in connection with such acquisition or formation of such new Subsidiary. (c) Obligations, perfected Liens (subject only to such other Liens as shall be expressly permitted by this Agreement or by any of the other Loan Documents) with respect to all (if any) of the personal Property of the Borrower or any of its Subsidiaries (whether tangible or intangible) which is not then subject to perfected Liens in favor of the Bank (subject only to such other Liens as shall be expressly permitted by this Agreement or by any of the other Loan Documents), all such Liens to be created under Security Instruments in form and substance reasonably satisfactory to the Administrative AgentBank; deliver or cause to be delivered to the Bank all such Instruments (including legal opinions, Lien search results and releases and termination statements) as the Bank shall reasonably request to evidence satisfaction of the applicable lessor or other party Obligations created by this Section 3.10(c); and promptly provide such evidence as the Bank shall from time to such leasehold mortgage (and, upon time reasonably request as to the receipt perfection and priority of such consentLiens and any other Liens created pursuant to any of the Collateral Documents; provided, however, that nothing in this paragraph (c) shall be construed so as to require the Borrowers shall promptly grant such leasehold mortgage Borrower or any of its Subsidiaries to create perfected Liens in and comply to any Excluded Equipment or any copyrights which have not been registered with the other provisions of this Section 10.15 with respect thereto)United States Copyright Office. (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

Collateral Security. (a) On the Issue Date, the Company shall (i) enter into the Pledge Agreement and the Control Agreement and thereafter comply with the terms and provisions of each such agreements and (ii) pledge the Pledged Securities (and additional Pledged Securities prior to any sale of Option Securities (as defined in the Pledge Agreement)) to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities to provide for payment in full of the first six scheduled interest payments due on the Securities. The Obligations Pledged Securities shall be secured pledged by the Company to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and shall be held by the Collateral Agent in the Pledge Account pending disposition pursuant to the Pledge Agreement. (ab) Each Holder, by its acceptance of a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all CollateralSecurity, whether now owned or hereafter acquired, pursuant consents and agrees to the terms of the Security Pledge Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery provisions providing for foreclosure and release of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if requiredthe Pledged Securities) and the Control Agreement as either such agreement may be in effect or may be amended from time to time in accordance with their terms, and a certification authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreement and the Control Agreement and to perform their respective obligations and exercise their respective rights under each such agreement in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Collateral Agent or the Trustee, or as may be required by the provisions of the name Pledge Agreement and address the Control Agreement, to assure and confirm to the Collateral Agent and the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or by the Control Agreement or any part of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) such agreement, as from time to time constituted, so as to provide render the Administrative Agentsame available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or cause to be taken, upon request of the Collateral Agent or the Trustee, any and all actions reasonably required to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, a valid, enforceable and perfected first priority Lien in and on all the Pledged Securities, in favor of the Collateral Agent for the benefit of the Secured PartiesTrustee and the ratable benefit of the Holders, a perfected first-priority superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any portion of the Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security interest under this Indenture in such assets, provided that contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture, the Pledge Agreement and the Control Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefore of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that any lease such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Collateral Agent and the Trustee may accept, to the extent permitted by Sections 4.4 and 7.6 as conclusive evidence of compliance with the foregoing provisions, the appropriate statements contained in such instruments. (or operating/management agreement with respect toe) Real Property prohibits assignment of such lease (or operating/management agreement) The Collateral Agent and the Trustee may, in their sole discretion and without the consent of the lessor Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement and the Control Agreement, necessary or another party thereunder, appropriate in order to (i) enforce any of the Borrowers shall not be required to grant a mortgage on terms of the leasehold interest Pledge Agreement and the Control Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company under such lease, but in agreements. The Collateral Agent and the Trustee shall have power to institute and to maintain such event, suits and proceedings as the Borrowers agree they may reasonably deem expedient to diligently preserve or protect their interests and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) interests of the applicable lessor Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other party to such leasehold mortgage (andgovernmental enactment, upon rule or order that may be unconstitutional or otherwise invalid if the receipt of such consentenforcement of, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof such enactment, rule or consent thereunder), order would impair the security interest hereunder or in be prejudicial to the event that interests of the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably requestHolders, the Administrative Collateral Agent will, at or of the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicableTrustee).

Collateral Security. (a) The Obligations shall be secured by (ai) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable applicable Law) in all Collateralpersonal property of the Domestic Loan Parties (other than Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower Domestic Loan Party is a party to the extent perfected by the filing of UCC financing statements; , and (bii) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers each Domestic Subsidiary (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiariesan Excluded Subsidiary) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower Domestic Loan Party shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged), in each case pursuant to the Pledge Agreement; provided that the Borrowers Domestic Loan Parties hereby agree, upon the request of the Administrative Agent and or the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Domestic Loan Party (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent Company to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).151 158477613_2174043865_5 (b) In the event any Borrower Domestic Loan Party disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) 7.05 (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default or Event of Default would result from such designationtherefrom, and so long as such Borrower (Domestic Loan Party or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) Company shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the BorrowersLoan Parties’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as such Domestic Loan Party or the Borrowers Company may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or BorrowerSubsidiary, as applicable. 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