Common use of Collateral Clause in Contracts

Collateral. The Obligations shall be secured by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations shall be secured by (i) a perfected lien or security title Company will cause, and security interest will cause each other Credit Party to cause, all of its owned Property to be held by subject at all times to first priority, perfected Liens in favor of the Collateral Agent for the benefit of Lenders the Secured Parties to secure the Secured Obligations in accordance with the Mortgaged Properties terms and certain personal property conditions of Borrower related the Intercreditor Agreement and the Collateral Documents, subject in any case to the Liens permitted by Section 10.6 hereof (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts, and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, pursuant the Company: (i) will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Company or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Mortgage, Collateral Documents or such other security documents as the Collateral Agent shall reasonably request; and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the equity interests of a perfected security interest in favor Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or counsel to the holders of Agent the Notes reasonably determines that such pledge would not provide material credit support for the benefit of Lenders in the personal property assets of Borrower Secured Parties pursuant to the Security Agreementlegally valid, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease binding and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected enforceable pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralagreements.

Collateral. The Obligations shall be secured by Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (iother than Exempt Property) a perfected lien or security title and security interest to be held by subject at all times to first priority (except in case of Liens permitted in Section 6.15.15 and cash deposited with General Electric Capital Corporation, or an agent or affiliate thereof, to secure Letter of Credit reimbursement obligations under the Existing Credit Agreement), perfected Liens in favor of the Administrative Agent for the benefit of Lenders the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to the Mortgaged Properties and certain personal property of owned by the Borrower related or such Guarantor to the Mortgaged Propertiesextent, pursuant and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of Lenders the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no such Mortgages, Mortgage Instruments and pledge agreements are required to be delivered hereunder until May 30, 2004 or such later date as the Administrative Agent may agree in the personal property assets exercise of Borrower pursuant its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to the Security Agreementdeliver such Mortgages, Mortgage Instruments and pledge agreements by May 30, 2004 or such later date shall constitute a Default under Section 7.3) with respect to (iiia) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions on the Closing Date in the case of Mortgages and Mortgage Instruments and (b) the pledge of the Collateral. equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower shall execute hereby agrees to use its reasonable efforts to cause the delivery of such amendments to Mortgages, Mortgage Instruments, and pledge agreements as soon as practicable after the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralClosing Date.

Collateral. The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Domestic Subsidiary in all personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) (A) until a Default or Event of Default has occurred and is continuing and thereafter until notice otherwise by the Bank, Liens on local xxxxx cash accounts maintained by the Borrower and the Guarantors in proximity to their operations need not be perfected lien or security title and security interest to be held by Agent for provided that the benefit of Lenders total amount on deposit at any one time not so perfected shall not exceed $100,000 in the Mortgaged Properties aggregate and certain personal property (B) Liens on payroll accounts maintained by the Borrower and the Guarantors need not be perfected provided the applicable deposit account is a zero balance account and the total amount on deposit at any time does not exceed the current amount of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, their payroll obligations; (ii) until a Default or Event of Default has occurred and is continuing and thereafter until notice otherwise by the Bank, Liens on vehicles which are subject to a certificate of title law need not be perfected security interest in favor provided that the total value of Agent for the benefit of Lenders such property at any one time not so perfected shall not exceed $100,000 individually or $500,000 in the personal property assets of Borrower pursuant to the Security Agreement, aggregate; (iii) Liens on the equity interests of a perfected security interest to be held by Agent for the benefit of Lenders Foreign Subsidiary which, if granted, would cause an increase in the Ultra Lease Borrower’s federal income tax liability shall be limited to 65% of the total outstanding equity interests of such Foreign Subsidiary; and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a unless otherwise required by the Bank during the existence of any Event of Default, Liens on Commercial Tort Claims need not be perfected security interest where the total value of such property at any one time not so perfected shall not exceed $100,000 individually or $250,000 in the aggregate. The Borrower acknowledges and agrees that the Liens on the Collateral shall be valid and perfected first priority Liens (subject to Permitted Liens), in each case pursuant to one or more Collateral Documents in form and substance reasonably satisfactory to the Bank. The Obligations shall further be held secured by Agent the Cash Collateral for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant period beginning on or prior to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part date of the LGS Assets shall be included in initial extension of credit hereunder and ending on the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralCash Collateral Release Date.

Collateral. The Obligations shall Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages (if any) will be secured by effective to create (ito the extent described therein) a perfected lien or security title and security interest to be held by in favor of the Collateral Agent for the benefit of Lenders the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) all Filings (as defined in the Mortgaged Properties Guarantee and certain personal property Collateral Agreement) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of Borrower related perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Term Loan Priority Collateral Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, (c) all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required by the Security Documents to be perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Term Loan Priority Collateral Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, and (d) the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the Mortgaged Propertiesrecording of real property mortgages generally, the security interests and liens granted pursuant to the terms of Guarantee and Collateral Agreement and the MortgageMortgages shall constitute (to the extent described therein and with respect to the Mortgages, (iionly as relates to the real property security interests and liens granted pursuant thereto) a perfected security interest in favor (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of Agent for the benefit of Lenders each pledgor or mortgagor (as applicable) party thereto in the personal property assets of Borrower pursuant to Collateral described therein (excluding Commercial Tort Claims, as defined in the Security Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (iiiif any)) a perfected security interest with respect to be held by Agent for the benefit such pledgor or mortgagor (as applicable). Notwithstanding any other provision of Lenders this Agreement, capitalized terms that are used in this Subsection 5.13 and not defined in this Agreement are so used as defined in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and applicable Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralDocument.

Collateral. The Obligations obligations of the Borrower in respect of the Facility and at the Borrower’s option, in respect of Permitted Interest Rate Xxxxxx (as defined below) shall be secured by, in each case, to the extent owned by the Borrower (ia) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and first priority security interest in all issued of the Investments, including Eligible Assets and outstanding Equity Interests held Temporary Investments owned by CORR in Pinedale GP pursuant to the Pledge Borrower, (b) a pledge by the Borrower of 100% of the equity interests of the Financing Subsidiaries owned by the Borrower, (c) the Borrower’s rights under Permitted Interest Rate Xxxxxx, (d) all other existing and Security Agreementfuture assets and property of the Borrower, including the Custodial Account and the Interest Reserve Account (as such terms are defined below) and (vie) any and all proceeds of the foregoing (collectively, the “Collateral”). Notwithstanding the foregoing, (i) if a Half Turn Election is in effect, in connection with the incurrence of permitted Third Party Debt by a Financing Subsidiary, Eligible Assets may be contributed to such additional collateral, if anyFinancing Subsidiary or may be acquired by such Financing Subsidiary and will not constitute or will cease to constitute, as the case may be, Collateral and will be available to secure such Third Party Debt and (ii) the Borrower may agree elect to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All secure Permitted Interest Rate Xxxxxx with cash collateral on customary terms, in which case such liens or security titles shall be prior collateral will not constitute Collateral and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall will not be included in the Mortgaged Properties and/or other portions calculation of the CollateralAsset Coverage Ratio (as defined below) or the Leverage Ratio (as defined below). CUSTODIAL ACCOUNT Eligible Assets and Temporary Investments held by the Borrower will be maintained in a Custodial Account (the “Custodial Account”). All Investment Proceeds in respect of Investments held by the Borrower (but not the Investment Proceeds from Investments held by any Financing Subsidiary unless and until such proceeds are distributed to the Borrower by such Financing Subsidiary) received during each Collection Period shall be deposited into the Custodial Account for allocation and distribution in accordance with the Priority of Payments on the related Loan Payment Date, except in the instance of a withdrawal by the General Partner in accordance with the conditions specified therein. Amounts on deposit in the Custodial Account may be invested in Temporary Investments as determined by the General Partner. INTEREST RESERVE ACCOUNT The Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.establish an interest reserve account (the

Collateral. (a) The Borrower shall, and shall cause each Domestic Subsidiary (other than an Excluded Subsidiary) to, guarantee the Obligations as set forth in Section 6.12(a). (b) [Reserved]. (c) The Borrower shall be secured by and shall cause each Domestic Subsidiary (other than any Excluded Subsidiaries) to (i) a perfected lien or security title and security interest grant to be held by the Administrative Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property Secured Parties a Lien on all assets (other than Excluded Collateral), of Borrower related all Loan Parties which shall be perfected (to the Mortgaged Properties, pursuant to extent required by the terms of the Mortgage, Loan Documents) on all Collateral and (ii) a perfected security interest take such action (other than any Excluded Perfection Action) as is necessary from time to time to cause all Liens in favor of the Collateral granted to the Administrative Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest Secured Parties to be held first priority Liens subject to Permitted Liens. For the avoidance of doubt, all Equity Interests owned by the Borrower of any Loan Party (other than Excluded Collateral) will be fully pledged as Collateral. (d) The Borrower shall and shall cause each Restricted Subsidiary (other than an Excluded Subsidiary) to do all things necessary or reasonably requested by the Administrative Agent to preserve and perfect the Liens of the Administrative Agent for the benefit of Lenders in the Ultra Lease Secured Parties, arising pursuant hereto and the Ultra Lease Guaranty pursuant to the Assignment of Lease Security Agreements and Guarantythe other Collateral Documents as first priority Liens, in certain contracts of Borrower pursuant subject to the Assignment of ContractsPermitted Liens, and in to insure that the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase AgreementAdministrative Agent, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all moniesSecured Parties, instruments and investments from time to time held therein, (v) has a perfected pledge first priority Lien, subject to Permitted Liens, on all of the Collateral of the Loan Parties; provided that no Restricted Subsidiary shall be required to take any Excluded Perfection Action. (e) The Borrower shall and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant shall cause each Loan Party to, within ninety (90) days of the acquisition of Material Real Property (or such longer period as may be reasonably acceptable to the Pledge and Security AgreementAdministrative Agent), and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments deliver to the Security Documents and/or additional Security Documents as Administrative Agent may require in order to add such additional assets to the Collateral.following:

Collateral. The Obligations shall be secured by (a) Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) a perfected lien or security title cause all of its owned property (subject to the exceptions contained herein and security interest in any Collateral Document and excluding the Excluded Assets) to be held by subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of Lenders the Holders of Secured Obligations to secure the Obligations in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to accordance with the terms and conditions of the MortgageCollateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock (iiother than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected security interest Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of Lenders in the personal property assets Holders of Borrower Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages covering real property other than Fee Owned Real Property shall be required hereunder, and no Mortgages shall be required hereunder to the Security Agreement, (iii) a perfected security interest to be held by extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of Lenders the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree in the Ultra Lease exercise of its reasonable discretion (it being understood and agreed that the Ultra Lease Guaranty pursuant failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Assignment Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of Lease such Mortgages as soon as reasonably practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and Guaranty, in certain contracts of Borrower pursuant titled to reflect the Administrative Agent as the lienholder on the Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and (5) no Mortgages or vehicle titles shall be required hereunder to the Assignment of Contractsextent the Borrower is in compliance with the Mortgage and Vehicle Title Requirement). (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the Purchase ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the Purchase other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement Guaranty or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and Xxxxx’x (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Assignment of Purchase AgreementDocuments will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, (iv) a perfected the Borrower and each other Credit Party will re-grant the security interest to be held by Agent for the benefit of Lenders interests in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP Collateral pursuant to comparable Collateral Documents (the Pledge “Collateral Regrant Event”) and Security Agreement, no further Ratings-based collateral releases will be permissible and (viii) such additional collateralnotwithstanding the foregoing clause (i), no re-granting of the security interests in and the Liens on the Collateral will be required if any, as the Borrower may agree to grant to Agent for the benefit receives Ratings of Lenders BBB (stable or better outlook) or higher from time to time may accept as security for the Obligations. All such liens S&P and Baa2 (stable or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralbetter outlook) from Xxxxx’x.

Collateral. (a) The Obligations due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture and the Notes and the Note Guarantees and the Collateral Documents, shall be secured by (i) a perfected lien or security title second-priority Liens and security interest interests, subject to be held by Permitted Liens, as provided in the Collateral Documents and the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of Lenders all of the Holders and the Trustee, in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, each case pursuant to the terms of the MortgageCollateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreements. (iic) a perfected security interest Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in favor of effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of Lenders all the Holders and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) Notwithstanding anything stated in this Indenture to the contrary, the Company, the Guarantors, the Trustee, the Collateral Agent and the Holders agree that the Notes shall not be required to be secured by the Collateral until the Collateral Due Date and the Company and Guarantors shall not be required to execute any documents evidencing the creation or perfection of security interests in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent Collateral for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to Holders until the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralDue Date.

Collateral. (a) The Obligations Pledgors will cause the Collateral to constitute at all times 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to any Pledgor at any time whatsoever (provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be secured by (i) a perfected lien or security title and security interest required to be held by pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Pledgors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Pledgors jointly and severally agree that they will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors or cause to be executed and delivered to the Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the benefit purpose of Lenders enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.4(b). (c) The Pledgors shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Pledgors shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the Mortgaged Properties and certain personal property Collateral Account as part of Borrower related to the Mortgaged Properties, pursuant Collateral subject to the terms of this Agreement, and, if the MortgageAdministrative Agent shall so request in writing, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant Pledgors jointly and severally agree to execute and deliver to the Security AgreementAdministrative Agent appropriate additional dividend, (iii) a perfected security interest distribution and other orders and documents to be held by Agent for the benefit that end, provided that if such Event of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant Default is cured, any such dividend or distribution theretofore paid to the Assignment Administrative Agent shall, upon request of Lease and Guaranty, in certain contracts of Borrower pursuant the Pledgors (except to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant extent theretofore applied to the Collateral Assignment of Purchase AgreementSecured Obligations), (iv) a perfected security interest to be held returned by the Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralPledgors.

Collateral. (a) The Obligations Company shall be secured by procure that HK Holdco executes and delivers in favor of Purchaser (i) the Account Charge by way of a perfected lien first ranking security (the “Security”) in respect of the Cash Collateral, which amount shall be adjusted from time to time pursuant to Section 5.17(b), and (ii) the Option Deed. (b) Upon receipt of a Resale Notice (the date of such receipt the “Discharge Date”) by the Company from Purchaser pursuant to Section 5.12 notifying it of the resale of all or security title and security interest a portion of the Subject Shares, with respect to each Resale Tranche intended to be held resold: (i) Purchaser shall promptly take or procure any action which may be necessary to release and discharge the Security in favor of Purchaser over a Resale Tranche Investment Amount, plus any interests accrued thereon until the Withdrawal Date (as defined below) (the “Released Cash Collateral Amount”), on deposit at the Collateral Account, and the Released Cash Collateral Amount shall be owned by Agent HK Holdco, free and clear of any Encumbrance. The Company shall procure HK Holdco to withdraw the Released Cash Collateral Amount from the Collateral Account within five (5) Business Days after the Discharge Date (such date on which the Released Cash Collateral Amount is withdrawn, the “Withdrawal Date”); and (ii) the Investment Amount for the benefit purposes of Lenders calculating the Redemption Price pursuant to Section 5.13 and the Early Redemption Price pursuant to Section 5.14 shall be reduced by the Resale Tranche Investment Amount (which forms a portion of the Released Cash Collateral Amount) released from the Collateral Account pursuant to Section 5.17(b)(i). The portion of Investment Amount that remains deposited at the Collateral Account as of a specified date, which is equal to (A) the Investment Amount, minus (B) the total and cumulative Resale Tranche Investment Amounts that have been released from the Collateral Account as of such a date, is referred to herein as the “Unreleased Investment Amount”. (c) The Company shall procure that the Collateral Bank shall not permit any withdrawal from the Collateral Account unless such withdrawal is approved in writing by the Purchaser until the date on which the Company’s obligations to pay any Redemption Price pursuant to Section 5.13 and any Early Redemption Price pursuant to Section 5.14 or HK Holdco’s obligations under the Option Deed (together the “Secured Obligations”) have been fully performed and discharged in accordance with the terms and conditions of this Agreement or the Option Deed as appropriate; provided, however, that Purchaser shall be authorized to give unilateral instructions in the Mortgaged Properties and certain personal property of Borrower related circumstances where permitted pursuant to the Mortgaged PropertiesAccount Charge, and subject thereto Purchaser shall approve any withdrawal that HK Holdco is entitled to make pursuant to Section 5.13(b), Section 5.13(c), Section 5.14(d) and Section 5.17(b). (d) Once all the Secured Obligations have been paid in full or have been fully performed or lapsed pursuant to the terms and conditions of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security this Agreement, (iii) Purchaser Director shall be removed from HK Holdco as a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease director and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant as a co-signatory to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralAccount.

Collateral. (a) The Obligations shall be secured by (i) a perfected lien respective Liens in the applicable Loan Party’s personal property granted, or security title and security interest purported to be held by granted, to the Collateral Agent (for the benefit of Lenders the Senior Secured Parties) pursuant to the Security Documents in effect on each date this representation is made or deemed made each constitute a valid and enforceable first-priority Lien in such personal property, subject only to Permitted Liens. (b) The Liens granted, or purported to be granted, to the Collateral Agent (for the benefit of the Senior Secured Parties) pursuant to the Security Documents will be perfected (i) with respect to any property that can solely be perfected by filing a financing statement, upon the filing of UCC financing statements in the Mortgaged Properties filing offices identified in Schedule 5.09(b) , (ii) with respect to each Receivables Account that can be perfected by control, upon execution of an Account Control Agreement in respect of such Receivables Account, and certain personal property of Borrower related (iii) with respect to Collateral constituting Equity Interests, upon such Equity Interests being delivered to the Mortgaged Propertiespossession of the Collateral Agent in order to provide the Collateral Agent control over such Equity Interests. All such action as is necessary has been taken (or will be taken prior to the date of the first Borrowing Notice) to create and perfect the Collateral Agent’s Lien in the Collateral. No filing, recordation, re-filing or re-recording other than those listed on Schedule 5.09(b) is necessary to perfect (or maintain the perfection of) the Liens of the Security Documents (to the extent the Collateral Agent’s Lien can be perfected by filing a financing statement), and all such filings or recordings have been made (or will be made prior to the date of the first Borrowing Notice). Each Loan Party has (or will have, prior to the date of the first Borrowing Notice) provided the Collateral Agent control or possession of all Collateral that requires perfection of the Liens described above by control or possession, respectively. (c) Except for Permitted Liens, neither Borrower has created, incurred, assumed, or suffered to exist any Lien on any of its property, revenues or assets in which a Lien is or will be granted, or purported to be granted, in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, pursuant to the terms Security Documents. (d) As of the MortgageClosing Date, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to Guarantor does not have any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralsecured indebtedness.

Collateral. The (a) To ratably secure full and complete payment ---------- and performance of the Obligations shall be secured by (and the Obligations under and as defined in the Tranche B Agreement), (i) the Borrower shall grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected lien or security title Lien and security interest in, to and on all of the Capital Stock of each direct or indirect Restricted Subsidiary of the Borrower and any other direct or indirect Restricted Subsidiary of the Borrower, now owned or hereafter acquired and/or designated by the Borrower; and (ii) the Restricted Subsidiaries shall grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, to and on all of the Capital Stock of each Restricted Subsidiary owned by a Restricted Subsidiary, now owned or hereafter acquired. (b) With respect to any new Restricted Subsidiary created, acquired or designated after the date hereof, the Borrower shall and shall cause each such new Restricted Subsidiary, as applicable, to promptly (but in no event later than 30 days after the creation, acquisition or designation of a Restricted Subsidiary) (i) execute and deliver to the Administrative Agent such new Pledge Agreements and/or amendments to existing Pledge Agreements as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Restricted Subsidiary and any Restricted Subsidiaries of such Restricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing the Capital Stock of such Restricted Subsidiary and any Restricted Subsidiary of such Restricted Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as applicable, (iii) take such other actions as shall be held by necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in such Capital Stock, including, without limitation, the filing of such Uniform Commercial Code financing statements as may be requested by the Administrative Agent, (iv) execute and deliver to the Administrative Agent a Restricted Subsidiary Negative Pledge and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgagepreceding clauses (i), (ii), (iii) and (iv), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any assets (other than the Capital Stock of Subsidiaries) from time to time acquired by the Borrower which are not transferred to a Restricted Subsidiary in accordance with Section 8.16 (each, an ------------ "Acquired Asset" and collectively, the "Acquired Assets"), the Borrower shall, -------------- --------------- within 90 days after the date on which the aggregate fair market value of all Acquired Assets owned by the Borrower exceeds $500,000, execute and deliver or cause to be delivered to the Administrative Agent in a form reasonably acceptable to the Administrative Agent (i) one or more mortgages and/or security agreements which grant to the Administrative Agent a first priority perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant the Borrower, whether then owned or thereafter acquired (subject to any Liens permitted by Section 8.3) and ----------- (ii) such additional agreements and other documents as the Security AgreementAdministrative Agent reasonably deems necessary to establish a valid, (iii) a enforceable and perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and first priority security interest in all issued such assets (subject to any Liens permitted by Section 8.3). ----------- (d) Upon request of the Administrative Agent, promptly execute and outstanding Equity Interests held by CORR in Pinedale GP pursuant deliver or cause to be executed and delivered to the Pledge and Security Agreement, and (vi) Administrative Agent in a form reasonably acceptable to the Administrative Agent such additional collateral, if any, agreements and other documents as the Borrower may agree Administrative Agent reasonably deems necessary to grant to Agent for the benefit of Lenders from time to time may accept as establish a valid, enforceable and perfected first priority security for the Obligations. All such liens or security titles shall be prior and superior interest in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations Collateral Agent shall be secured by have received: (i) a perfected lien or security title Each Pledge Agreement and security interest to be held each Control Agreement, duly executed by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, Persons party thereto; (ii) (A) the results of a perfected security interest in favor recent search, by a Person reasonably satisfactory to Collateral Agent, of Agent for the benefit of Lenders UCC or PPSA filing offices in the personal property assets jurisdictions specified by each Credit Party, together with copies of Borrower pursuant all such filings disclosed by such search, and (B) UCC termination statements or PPSA discharge statements (or similar documents), if any, duly authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to the Security Agreement, terminate any effective UCC or PPSA financing statements (or equivalent filings) disclosed in such search and set forth on Schedule 3.1(e) attached hereto (other than any such financing statements or discharge statements in respect of Permitted Liens); (iii) a perfected security interest to be held by Agent for (A) certificates representing the benefit shares of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment Capital Stock of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP each New Restricted Holding Company Subsidiary pledged pursuant to the Pledge Agreements together with an undated stock power for each such certificate executed in blank by an Authorized Representative of the pledgor thereof, and (B) each promissory note (if any) pledged pursuant to the Pledge Agreements endorsed in blank (or accompanied by an executed transfer form in blank satisfactory to Collateral Agent) by the pledgor thereof; (iv) appropriately completed UCC financing statements (Form UCC-1), naming each applicable New Restricted Holding Company Subsidiary as debtor and Collateral Agent as secured party, in form appropriate for filing under the UCC of the State of Delaware, covering the Collateral referenced in the US Pledge and Security Agreement, and ; and (viv) such additional collateral, if any, as the Borrower may agree evidence that each Credit Party shall have taken or caused to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to taken any other Person except Permitted Liens having priority action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by operation of law. Borrower agrees that all hereafter acquired assets that are added Collateral Agent to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of create or perfect a First Priority Lien on the Collateral. Borrower The Liens purported to be created by the Collateral Documents shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to have attached and shall constitute valid, perfected and enforceable First Priority Liens on the Collateral.

Collateral. The Obligations shall be secured by (i) The Collateral Agent shall have received a perfected lien or letter duly executed by each Credit Party authorizing the Collateral Agent to file appropriate financing statements in such offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security title and security interest interests on the Collateral to be held created by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, Loan Documents; (ii) a perfected security interest in favor The Collateral Agent shall have received, on or before the Closing Date, (A) all of Agent for the benefit certificated Securities then owned by each of Lenders in the personal property assets of Borrower Company and its Subsidiaries that are to be pledged pursuant to the Security Agreement, together with executed and undated transfer powers in the case of such certificated Securities and (B) all other items required to be delivered pursuant to the Security Documents; and (iii) The Collateral Agent shall have received certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11) or similar search reports certified by a perfected security interest party acceptable to be held by Agent for the benefit of Lenders Collateral Agent, dated a date reasonably near (but prior to) the Closing Date, listing all effective UCC financing statements, tax liens and judgment liens which name any Credit Party as the debtor, and which are filed in the Ultra Lease and jurisdictions in which the Ultra Lease Guaranty Credit Parties are organized, together with copies of such financing statements, none of which (other than financing statements filed pursuant to the Assignment terms hereof in favor of Lease the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral, other than Liens existing on the date hereof and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, listed on Schedule 8.01; (iv) The Collateral Agent, on behalf of the Secured Parties, shall be satisfied that, upon the making of Loans hereunder, it shall have a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of first priority Lien and security interest in the Collateral, subject only to Permitted Liens and there shall be no other Liens on or against the assets or properties of the Credit Parties or their Subsidiaries (other than Permitted Liens); all issued filings, recordations and outstanding Equity Interests held by CORR searches necessary or desirable in Pinedale GP pursuant connection with such liens and security interests (including UCC, tax lien and litigation searches) shall have been duly made or arranged for, and the results of which shall have been reasonably satisfactory to the Pledge Lenders; and Security Agreement, all filing and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles recording fees and taxes shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralhave been duly paid.

Collateral. For the purposes of securing due compliance of each and all of the obligations of Borrower under the terms hereof, no later than fifteen days from and after execution hereof, the Borrower will form, on a separate document, a SALE AND PAYMENT TRUST whereby the Borrower will contribute such amount of CPO’s as it may be necessary to equal the amount of THREE HUNDRED AND FIFTY MILLION DOLLARS, LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, to maintain a collateral ratio of one point four to one, in respect to outstanding balance of the Loan. Such Trust shall have the conditions which may be necessary for its operation and implementation. If the value of CPO’s contributed into the trust should fall below FIFTEEN PERCENT or more, the Borrower hereby agrees to contribute into the trust, additional CPO’s to maintain at all times the above required coverage of one point four to one. The Obligations Borrower shall be secured by (i) have five days to elect to create a perfected lien or security title and security interest to be held by Agent for the benefit deposit of Lenders money in the Mortgaged Properties account designated to that end by the Lender, for an amount equal to such number CPO’s as required to maintain the referred coverage of one point four to one. Given the fact that the Trust is not created concurrently [with execution hereof] and certain personal property until such time the Trust is formed, the Borrower hereby, to secure compliance of Borrower related to Borrower’s obligations hereunder, creates a first order and priority pledge upon the Mortgaged Properties, pursuant to the terms entirety of the Mortgageshares of stock it holds in CONTROL ADMINISTRATIVE MEXICANO, (ii) a perfected security interest SOCIEDAD ANONIMA DE CAPITAL VARIABLE, and indirectly, through its subsidiary, CEMEX MEXICO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, upon the entirety of the shares of stock it holds in favor of Agent CAMCEM, SOCIEDAD ANONIMA DE CAPITAL VARIABLE. The pledge created herein shall remain effective for fifteen calendar days from and after execution hereof, provide that the benefit of Lenders Trust referred to in the personal property assets of Borrower pursuant to preceding paragraph shall have been formed at Lender’s satisfaction. If the Security AgreementTrust cannot be formed for whatever reason, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease this Agreement shall terminate and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant foreclosure efforts as to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles created herein shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralcommence.

Collateral. The Obligations Effective upon any Subsidiary becoming a Guarantor after the date hereof, Holdco shall be secured by cause such Guarantor within fifteen Business Days after becoming a Guarantor (ior such later date as the Administrative Agent may agree) a perfected lien or security title and security interest to be held by grant to the Collateral Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related Secured Parties a first (subject to the Mortgaged Properties, pursuant to the terms of the Mortgage, (iiPermitted Liens) a perfected priority security interest in favor all assets (including real property and the Capital Stock of Agent for the benefit its Subsidiaries) of Lenders in the personal property assets of Borrower such Guarantor pursuant to the Security Agreement, documentation (iiiincluding related certificates and opinions) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant reasonably acceptable to the Assignment Administrative Agent. Holdco will, and will cause the Borrower and each of Lease and Guarantythe Guarantors to, in certain contracts at the expense of Borrower pursuant the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinsuch schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (va) neither Holdco, the Borrower nor any other Guarantor shall be obligated hereby to grant a perfected pledge of and security interest in all issued any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and outstanding Equity Interests held by CORR in Pinedale GP pursuant cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the Pledge extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and Security Agreementother assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (vig) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as no foreign law security for the Obligations. All such liens or security titles pledge agreements shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralrequired.

Collateral. The Obligations shall be secured by Subject to any intercreditor arrangements between the Senior Creditors, the Junior Creditor agrees that in a Proceeding the Senior Agent and the other Senior Creditors may consent to the use of cash collateral or provide financing to the Obligors or any of their Subsidiaries or Affiliates on such terms and conditions and in such amounts as the Senior Agent and the other Senior Creditors, in their sole discretion, may decide and, in connection therewith, the Obligors may grant to the Senior Agent and the other Senior Creditors liens and security interests upon all of the property of the Obligors, which liens and security interests (i) a perfected lien or security title and security interest to be held by Agent for the benefit shall secure payment of Lenders in the Mortgaged Properties and certain personal property of Borrower related all Senior Debt (whether such Senior Debt arose prior to the Mortgaged Propertiescommencement of any Proceeding or at any time thereafter) and all other financing provided by the Senior Creditors during the Proceeding, pursuant to the terms of the Mortgage, and (ii) a perfected security interest shall be superior in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant priority to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateralliens, if any, as held by the Borrower may agree to grant to Agent for Junior Creditor. To the benefit of Lenders from time to time may accept as security for extent that the Obligations. All such Junior Creditor has or acquires any liens or security titles shall be prior and superior in right other rights with respect to any other Person except Permitted Liens having priority Collateral, such Junior Creditor shall not assert such rights in any Proceeding without the prior written consent of the Senior Agent unless requested to do so by operation of lawthe Senior Agent in which case such Junior Creditor shall seek to exercise such rights in the manner requested by the Senior Agent. Borrower The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any property securing all hereafter acquired assets that are added to and become or any part of the LGS Assets shall be included Senior Debt free and clear of security interests, liens or other claims, if any, of such Junior Creditor under any Debtor Relief Law if the Senior Agent has consented to such sale or disposition. The Junior Creditor agrees not to assert any right it may have to “adequate protection” of such Person’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the Mortgaged Properties and/or other portions automatic stay lifted with respect to any Collateral without the prior written consent of the Senior Agent, and agrees not to take any action during any Proceeding that would, or could reasonably be expected to, adversely affect the Senior Agent’s or the other Senior Creditors’ rights or interests in any Collateral, under this Agreement or otherwise. Borrower shall execute such amendments The Junior Creditor waives any claim it may now or hereafter have arising out of the Senior Agent’s or the other Senior Creditors’ election, in any Proceeding instituted under any Debtor Relief Law, of the application of Section 1111(b)(2) of the Bankruptcy Code or similar provision under any other applicable Debtor Relief Law, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code or similar provision under any other applicable Debtor Relief Law, by any Obligor, as debtor in possession. The Junior Creditor further agrees that he will not seek to participate on any creditor’s committee without the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to prior written consent of the CollateralSenior Agent.

Collateral. 6. The Obligations shall be secured by (iObligor(s) a perfected lien or security title represent(s) that it is his/their intention to pledge and security interest to be held by Agent for hereby pledges the benefit of Lenders deposits as specified in the Mortgaged Properties and certain personal property Schedule of Borrower related pledged deposits hereto (hereinafter referred to the Mortgaged Properties, pursuant to the terms of the Mortgage, (iias “Deposits”) a perfected security interest in favor of Agent for the benefit of Lenders in Bank to secure repayment by the personal property assets of Borrower pursuant Obligor(s), to the Security AgreementBank, (iii) a perfected security interest to be held by Agent for of the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments Overdraft Facility outstanding from time to time and payment of interest and all other amount payable by the Obligor(s) hereunder. 7. The amount of the Overdraft Facility shall depend on the value of the Deposits which are the subject matter of the pledge this Agreement (as mentioned in the Schedule or the Supplementary Schedules hereto) at the time of the grant of the Overdraft Facility, margin requirements and other internal Bank policies.. 8. The overdraft facility is the maximum limit beyond which, the obligor (s) cannot draw. The Overdraft Facility so sanctioned/ granted / agreed to be granted by the Bank shall depend on the value of the Deposits under pledge The margin requirements applicable may be applied at an account level or at an individual security level, and may be different across accounts and across deposits. 9. The Obligor(s) undertake(s) that being the present beneficial owner(s) of the Deposits held thereinin the deposit account, (vthe Obligor(s) a perfected shall follow the Regulations/ Law for creating pledge of and security interest the Deposits in all issued and outstanding Equity Interests favour of the Bank. 10. This deposit shall be held by CORR you as security for the Facility and shall be applied against any other indebtedness or liability of the undersigned which is existing or hereafter arises; which may be direct or contingent, due or may become due, to you or to any of your affiliates or subsidiaries, or to any of your or their offices, branches, or agents. 11. The Obligor(s) acknowledge(s) and confirm(s) that the Bank shall hold the pledge over the Deposits in Pinedale GP pursuant accordance with the terms of this agreement, The Obligor(s) undertake(s) that being the present owner(s) of the other deposits not held in the Deposit account, the procedure prescribed by the respective issuers / other intermediaries or agencies appointed by him/them on his/their behalf shall be followed to create the pledge in favor of the Bank.. 12. The Deposits that are pledged / charged / assigned shall be valued at regular intervals. The interval may be intraday / daily / weekly / fortnightly or such other frequency as the Bank may decide from time to time. The Facility shall accordingly be revised upwards or downwards based on the valuation and the margin requirements as may be applicable from time to time. The Bank‟s decision on the valuation of the Deposits shall be binding on the Obligor(s) and the Obligor hereby undertakes not to raise any claims/demands/disputes in this regard. 13. The Obligor(s) agree(s) that any accretion to the Pledge and Security Agreementsaid deposits by way of, interest credit, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders other benefits from time to time accruing in respect of the said Deposits or any part thereof shall be deemed to be pledged with the Bank and that the parties agree that there is no need for signing any additional supplementary pledge in this respect. However, the Borrower and the Third Party Pledgor(s) agree to execute/sign all such other documents / forms / letters as may accept be deemed necessary by the Bank for this purpose. 14. If any of the Deposits are to be withdrawn from the pledge created in favor of the Bank or in case any fresh deposits are pledged in addition to existing Deposits or in substitution of any Deposits withdrawn, the procedure under Regulations shall be followed. 15. The list of Deposits accepted as collateral, valuation of the deposits, margin requirements and the amount of the Overdraft Facility may change from time to time and that the same shall be the exclusive decision of the Bank and shall be binding on the Obligor(s). The amount of the Overdraft Facility disbursed is repayable unconditionally on demand without any demur or protest at the Bank‟s absolute discretion. The Bank may, at its sole discretion, permit the Obligor(s) to provide new deposits at the same, or at different “loan to value” (hereinafter referred to as “LTV”) ratios, from time to time. 16. Notwithstanding anything contained in this Agreement, the Borrower(s) hereby pledges and shall be deemed to have pledged forthwith upon issue of the Deposits (in the case of those deposits which have not so far been issued) as security for repayment of the ObligationsOverdraft Facility along with interest and other amounts payable hereunder. All such liens The Borrower(s) hereby records that the evidences, passbooks or security titles any other document evidencing the right, title and interest of the Borrower(s) as the holder of the Deposits shall be prior deposited and superior shall be deemed to have been deposited by the Borrower(s) as having been given upon the occasion of the deposit of the Deposits as marketable deposits as and by way of security by way of pledge for repayment of the Overdraft Facility and this instrument accordingly. 17. It is hereby agreed that the Obligor(s) shall always maintain such a margin of Security as prescribed by the Bank from time to time, however, that at no time the aggregate outstanding amount of the Overdraft Facility, interest and other amounts payable shall exceed the value of the Deposits and such margin. In the event the aggregate outstanding amount of the Overdraft Facility and other amounts payable by the Obligor(s) exceed the value of the Deposits and the margin, the Obligor(s) shall jointly and severally provide additional or further deposits so as to ensure that the minimum margin of security is as required by the Bank and/or the regulations prescribed by the Reserve Bank of India and/or any other law(s). If such additional or further deposit is not provided, the Obligor(s) shall repay such amount that exceeds such margin and in the event of any of them failing to do so, whether or not any notice has been issued by the Bank, the Bank shall have the right to liquidate the deposits as aforesaid and adjust the proceeds towards the outstanding overdraft amount in the account. And further that in the event of any default of any of the terms and conditions of the Overdraft Facility including failure to maintain the minimum margin of Deposits, as aforesaid, the Bank shall have the right to liquidate the Deposits without any consent of the Obligor(s), but with a notice to the Primary Borrower to liquidate the deposit Such demand for the replenishment of the margin may be made by the Bank or any third party appointed by the Bank either by phone, fax, email, SMS, telegram or by letter in writing to any of the Borrowers/Obligor(s)/Guarantors and irrespective as to whether or not it may have been signed on behalf of the Bank, and the notice so given shall be binding upon and valid against all the Obligor(s). 18. The pledged Deposits would be a continuing security to the Bank for all monies which are due from the Obligor(s). It is declared by the Obligor(s) that the said Deposits are free from any charge and that the Obligor(s) hereby undertake(s) to keep them and ensure that the same remains as such during the time said Deposits are pledged with the Bank. 19. Any change in the Deposits hereby pledged may be effected by the execution of one or more Supplementary Schedule(s). Such Supplementary Schedule(s) shall be form a part and parcel of this Agreement and shall not require execution of a fresh agreement amongst the Parties hereto. Such change in the Supplementary Schedule(s) shall, inter alia, include withdrawal of existing Deposits, substitution or lodgement of fresh or other deposits, addition of further Deposits, etc. Such withdrawal may be of any of the Deposits pledged, whether belonging to or held in the name of the Borrower(s) or Third Party Pledgor(s) / Guarantor(s). Such withdrawal may be done by the Borrower(s) alone (by instructions given by the Borrower(s) in writing) even if any of such Deposits belong to the Third Party Pledgor(s) /Guarantor(s) and the Third Party Pledgor(s) / Guarantor(s) hereby agree(s) that a withdrawal as aforesaid shall be deemed to have been done with the consent and concurrence of such Third Party Pledgor(s) / Guarantor(s) and that the Bank shall be entitled to act in accordance with such instructions from the Borrower(s). 20. Without prejudice to any provision/clauses mentioned above, the occurrence of any of the following events (“Event of Default”) shall, without limitation and without prejudice to any other Person except Permitted Liens having priority by operation events described as Event of law. Borrower agrees Default or otherwise specified under this Agreement, qualify as an Event of Default, and at the option of the Bank, the Bank shall be entitled to give notice to the Borrower(s) declaring that all hereafter acquired assets that sums of principal interest, costs, charges and expenses and other sums remaining outstanding hereunder are added due and payable and upon such declaration, the same shall become due the payable forthwith, notwithstanding anything to and become part the contrary in this Agreement or in any other agreement(s) or instruments. Further, the occurrence of an Event of Default shall entitle the Bank forthwith to enforce the security of pledge / hypothecation including the exercise of the LGS Assets shall be included in right to liquidate/realize or otherwise encash the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.Deposits:-

Collateral. A. PRe’s obligations under this Agreement are to be fully funded by having PRe place sufficient assets in a Custody Account (“Custody Account”) at CitiBank, or such other institution or with a trustee (the “Custodian”) as is otherwise agreed to by the Parties, which Custody Account will be funded at all times as is necessary to ensure that the obligations of PRe under this Agreement remain fully collateralized. B. The Obligations shall be secured by (i) a perfected lien or security title and security interest to Custody Account will be held by Agent the Custodian for the sole benefit of Lenders in PRe and will be used to collateralize Letters of Credit (“LOCs”) and/or set up a trust or trusts (the Mortgaged Properties and certain personal property of Borrower related “Trust Arrangements”) required to the Mortgaged Properties, secure PRe’s obligations pursuant to the terms of Original Policy on the Mortgage, (ii) a perfected security interest in favor of Agent for Business Covered under this Agreement. MSRE is expressly authorized to direct that the benefit of Lenders LOCs or the Trust Arrangements secured by the funds in the personal property assets Custody Account be used to write the Business Covered in accordance with the terms set out in this Agreement. C. Notwithstanding any other provision of Borrower this Agreement, MSRE and PRe agree that any funding provided by PRe pursuant to the Security Agreement, (iii) a perfected security interest provisions of this Agreement may be drawn on at any time and that any such funding will be available to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guarantyutilized, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets , by MSRE or any MSRE successor, including without limitation, any liquidator, rehabilitator, receiver, or conservator to: (i) reimburse MSRE for PRe’s Loss obligations under the terms and provisions of this Agreement and the Original Policies that are added due and have not been otherwise paid by PRe; (ii) make refunds of any sums that are in excess of the actual amount required to and become pay the PRe’s Loss obligations under the terms of this Agreement; and (iii) pay PRe’s share of any other amounts that are due under this Agreement. D. If the amount so drawn down by MSRE is in excess of the actual amount required to satisfy the requirements of Paragraph A of this Article, then MSRE will immediately return to the Custody Account the excess amount so drawn. All of the foregoing provisions of this Article will be applied without diminution because of insolvency on the part of MSRE or PRe. E. The issuing bank(s) of the LGS Assets shall be included LOCs or the trustee in the Mortgaged Properties and/or other portions Trust Arrangements will have no responsibility whatsoever in connection with the propriety of withdrawals made by MSRE or the disposition of funds withdrawn, except to ensure that any and all withdrawals are made only on the order of properly authorized representatives of MSRE. F. PRe will be responsible for all costs, disbursements, and expenses that are directly associated with the LOCs, the Trust Arrangements, and the Custody Account. Upon termination of this Agreement, the amounts in the Custody Account will be adjusted quarterly for the business written under the terms of this Agreement until all of the Collateral. Borrower shall execute such amendments liabilities of PRe are extinguished, at which point any remaining amounts in the Custody Account will be returned to PRe and the Security Documents LOCs and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralTrust Arrangements will be cancelled.

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

Collateral. The Obligations shall be secured For the purposes of this Agreement, all of the following property now owned by Grantor or in which Grantor now has any right, title or interests is collectively referred to as the "Collateral": (ia) a perfected lien or security title all Pledged Collateral; (b) all Deposit Accounts; (c) all books and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related records pertaining to the Mortgaged Properties, pursuant property described in clauses (a) and (b) of this Section 2.1; and (d) to the terms extent not otherwise included, all Proceeds and products of each of the Mortgageforegoing and all accessions to, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease substitutions and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsreplacements for, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts any and all moniesproceeds of any insurance, instruments and investments indemnity, warranty or guaranty payable to Grantor from time to time held therein, with respect to any of the foregoing. Notwithstanding anything to the contrary contained above: (v1) a perfected pledge of and to the extent the security interest in all issued created by this Agreement is securing indebtedness for borrowed money or guarantees of indebtedness for borrowed money (collectively "Funded Debt"), such security interest shall not extend to, and outstanding Equity Interests held by CORR in Pinedale GP pursuant the term "Collateral" shall not include, any Restricted Property (except to the Pledge and Security extent the aggregate Funded Debt secured by Restricted Property hereunder does not exceed at any time outstanding 10% of Consolidated Net Tangible Assets); (2) so long as Grantor is bound by Section 5.5 of the Participation Agreement, the maximum principal amount of Debt Obligations secured hereunder shall not exceed at any time outstanding the sum of (x) $800,000,000 plus (y) the amount of Debt Obligations to the extent secured by Designated Joint Ventures; (3) any Pledged Collateral if the grant of a security interest therein would constitute a violation or breach of any other agreement by which Grantor is bound; and (vi4) such additional collateral, if anyany Deposit Accounts for which the relevant depository bank's jurisdiction is not in the United States and acceptable arrangements cannot be made in the United States. The parties hereto agree that the amount of Debt Obligations that may be secured under this Agreement is limited under clauses (1) and (2) above, as required under the Borrower Indenture and the Participation Agreement, to only a portion of the aggregate Debt Obligations owing or which may agree become owing by Grantor to grant to Agent for the benefit Lender and that any payments or repayments of Lenders from time to time may accept as security for the Obligations. All such liens or security titles Debt Obligations shall be prior and superior in right be deemed to any other Person except Permitted Liens having priority by operation be applied first to the portion of law. Borrower agrees such Debt Obligations that all hereafter acquired assets is not secured hereby, it being the parties' intent that are added to and become part the portion of the LGS Assets such Debt Obligations last remaining unpaid shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralsecured hereby.

Collateral. The Obligations shall be secured Cause (x) all present and future Equity Interests now or hereafter owned by the Parent Guarantor, the Borrower and each present and future Material Subsidiary and (iy) a perfected lien all other material tangible and intangible property, other than Excluded Property, now or security title hereafter owned by the Parent, the Borrower and security interest each present and future respective Material Subsidiary, to be held by subject at all times to perfected First Priority Liens in favor of the Administrative Agent for to secure the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, Secured Obligations pursuant to the terms and conditions of Collateral Documents, provided, however, that the Mortgageforegoing requirements in this paragraph shall not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and provided further that (i) No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in Section 6.11(c) with respect to Material Real Property as therein described, provided that transmitting utility Uniform Commercial Code financing statements may be filed in state central filing offices; (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant Control agreements will not be required with respect to the Security Agreementdeposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of a perfected security interest Joint Venture will not be required for so long as and to the extent that the Joint Venture Organization Documents prohibit such pledge, and a Lien on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be required if and for so long as (i) such Unrestricted Subsidiary is not a Wholly Owned Subsidiary and the Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (ii) such Equity Interests are required to be held by Agent for the benefit pledged to secure debt of Lenders in the Ultra Lease such Unrestricted Subsidiary (or its parent company that is an Unrestricted Subsidiary) and the Ultra Lease Guaranty pursuant terms of such other pledge prohibit a lien to secure the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, Secured Obligations; (iv) with respect to owned vehicles, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting Liens on, a perfected security interest to certificate of title, Liens on such assets need not be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, perfected; (v) Liens on assets will not be required, and/or perfection of Liens will not be required, in circumstances where the Administrative Agent and the Borrower agree that the cost of obtaining (or perfecting, as applicable) a perfected pledge of and security interest Lien on such assets is materially disproportionate in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant relation to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralSecured Parties afforded thereby.

Collateral. The Obligations As security for all indebtedness of Borrower to Bank created by the Loan Documents, Borrower hereby grants to Bank security interests of first priority (except for Permitted Liens that are senior to Bank’s security interests), and shall cause each Material Domestic Subsidiary to grant to Bank security interests of first priority, in all of Borrower’s and each such Material Domestic Subsidiary’s personal property (including, without limitation, all of Borrower’s ownership interests in Subsidiaries, accounts receivable, inventory, equipment and intellectual property now owned or hereafter acquired), but excluding interests as a lessee under real property and personal property leases and shares of voting stock of each Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary. As additional security for all indebtedness of Borrower to Bank created by the Loan Documents, Borrower shall cause each Material Domestic Subsidiary to grant to Bank security interests of first priority in all such Material Domestic Subsidiary’s ownership interest in any Material Domestic Subsidiary or Foreign Subsidiary, but excluding shares of voting stock of each Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary and, with respect to each Foreign Subsidiary, subject to the time frames established in Section 6.12(b) hereof. All of the foregoing shall be secured evidenced by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant subject to the terms of the Mortgagesuch security agreements, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreementfinancing statements, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsdeeds or mortgages, and other documents as Bank shall reasonably require, all in the Purchase Agreement form and the Purchase Agreement Guaranty pursuant substance satisfactory to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the CollateralBank. Borrower shall execute such amendments to reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralforegoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. (a) The Obligations Trustee shall hold such of the Collateral and the Issuer Pledged Collateral as consists of instruments, deposit accounts, securities accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Trustee shall hold such of the Collateral and the Issuer Pledged Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee (which agreement shall be secured governed by the laws of the State of New York) that (ia) such investment property shall at all times be credited to a perfected lien or security title securities account of the Trustee, (b) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account (including cash) shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other Person, (e) such securities intermediary will not agree with any Person other than the Trustee to comply with entitlement orders originated by such other Person and (f) such securities account and the property credited thereto (including cash) shall not be subject to any lien, security interest to be held by Agent for the benefit or right of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest set-off in favor of Agent for such securities intermediary or anyone claiming through it (other than the benefit of Lenders in Trustee). Except as permitted by this Section 6.12 or as otherwise permitted by any Deal Document, the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles Trustee shall be prior and superior in right to not hold any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral through an agent or a nominee. (b) The Trustee shall not be included in responsible for the Mortgaged Properties and/or other portions existence, genuineness or value of any of the Collateral. Borrower shall execute such amendments to , the Security Documents and/or additional Security Documents as Agent may require Issuer Pledged Equity or the Issuer Pledged Collateral or for the validity, perfection, priority or enforceability of the liens in order to add such additional assets any of the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, for the validity or sufficiency of the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, for the validity of the title of the Issuer or the Equityholder to the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, for insuring the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, or for the payment of taxes, charges, assessments or liens upon the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral. Notwithstanding anything to the contrary in this Indenture or the other Deal Documents, the Trustee shall have no responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Deal Documents.

Collateral. (a) The Obligations due and punctual payment of the principal of, premium, if any, and interest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreements and the Collateral Documents, shall be secured by a Lien on the Collateral on an equal basis with the other First Lien Priority Indebtedness and on a senior basis to the First Lien Junior Priority Indebtedness and the Second Priority Lien Obligations (i) a perfected lien subject to Permitted Liens), as provided in this Indenture, the Collateral Documents and the Intercreditor Agreements to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or security title shall have become parties to simultaneously with the execution of this Indenture and security interest will be secured by all of the Collateral pledged pursuant to be held the Collateral Documents hereafter delivered as required or permitted by Agent this Indenture, the Collateral Documents and the Intercreditor Agreements. The Trustee, for the benefit of Lenders the Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreements. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the Mortgaged Properties benefit of all of the Holders and certain personal property of Borrower related to the Mortgaged PropertiesTrustee, in each case pursuant to the terms of the MortgageCollateral Documents and the Intercreditor Agreements. (b) Each Holder, (ii) a perfected security interest in favor by its acceptance of Agent for any Notes, the benefit of Lenders in Intermediate Holdings Guarantee and the personal property assets of Borrower pursuant Note Guarantees, consents and agrees to the Security Agreement, (iii) a perfected security interest to be held by Agent for terms of the benefit of Lenders in the Ultra Lease Collateral Documents and the Ultra Lease Guaranty pursuant to Intercreditor Agreements (including, without limitation, the Assignment provisions providing for foreclosure and release of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement Collateral and the Purchase Agreement Guaranty pursuant to automatic amendments, supplements, consents, waivers and other modifications thereto without the Collateral Assignment consent of Purchase Agreement, (ivthe Holders) a perfected security interest to as the same may be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments effect or may be amended from time to time held therein, (v) a perfected pledge of in accordance with their terms and security interest this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and the Intercreditor Agreements in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralaccordance therewith.

Collateral. 4.01. With respect to the security interest granted in paragraph 1.02, Beneficiary shall have all the rights and remedies granted to a secured party under Article 9 of the Uniform Commercial Code, as well as all other rights and remedies available at law or in equity; provided that Beneficiary shall first apply for and receive all required approvals of the Gaming Authorities having jurisdiction over the sale and disposition of Gaming Equipment prior to the sale or disposition thereof. Trustor shall, upon the demand of Beneficiary, assemble all of such personal property and make it available to Beneficiary at the Property, which is hereby agreed to be reasonably convenient to Beneficiary. The Obligations proceeds of any sale of such personal property shall be secured applied first to the expenses of Beneficiary in retaking, holding, preparing for sale, selling or similar matters, including reasonable attorney's fees. 4.02. Until Beneficiary exercises its right to collect proceeds of the Collateral pursuant hereto, Trustor will collect with diligence any and all proceeds of the Collateral. Upon written request by Beneficiary, any proceeds received by Trustor shall be in trust for Beneficiary, and Trustor shall keep all such collections separate and apart from all other funds and property so as to be capable of identification as the property of Beneficiary and shall deliver such collections at such time as Beneficiary may request to Beneficiary in the identical form received, properly endorsed or assigned when required to enable Beneficiary to complete collection thereof. 4.03. Trustor shall (i) a perfected lien or security title permit representatives of Beneficiary to inspect the Collateral and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties Trustor's books and certain personal property of Borrower related records relating to the Mortgaged Properties, pursuant Collateral and make extracts therefrom and to the terms arrange for verification of the Mortgageamount of Collateral, under procedures acceptable to Beneficiary, at Trustor's expense; (ii) a perfected security interest in favor promptly notify Beneficiary of Agent for any attachment or other legal process levied against any of the benefit of Lenders in the personal property assets of Borrower pursuant Collateral and any information received by Trustor relative to the Security AgreementCollateral, Trustor's debtors or other persons obligated in connection therewith, which may in any way affect the value of the Collateral or the rights and remedies of Beneficiary in respect thereto; (iii) a perfected security interest to be held reimburse Beneficiary upon demand for any and all costs, including without limitation reasonable attorneys' and accountants' fees, and other expenses incurred in collecting any sums payable by Agent for the benefit of Lenders Trustor under any obligation secured hereby, or in the Ultra Lease checking, handling and collection of the Collateral and the Ultra Lease Guaranty pursuant preparation and enforcement of any agreement relating thereto; (iv) notify Beneficiary of each location at which the Collateral is or will be kept, other than for temporary processing, storage or similar purposes, and of any removal thereof to a new location, including without limitation each office of Trustor at which records relating to the Assignment Collateral are kept; (v) provide, maintain and deliver to Beneficiary certificates of Lease insurance insuring the Collateral against loss or damage by such risks and Guarantyin such amounts, in certain contracts of Borrower pursuant forms and by such companies as Beneficiary may require and with loss payable to the Assignment of ContractsBeneficiary, and in the Purchase Agreement event Beneficiary takes possession of the Collateral, the insurance Hale Lane Peek Dennison and Howard Xxxxxxxxx xxx Xxxxsellorx xx Xxx Reno, Nevada (775) 327-3000 policy or policies and any unearned or returned prxxxxx xxxxxxx shall at the Purchase Agreement Guaranty pursuant option of Beneficiary become the sole property of Beneficiary; (vi) do all acts necessary to the maintain, preserve and protect all Collateral, keep all Collateral Assignment of Purchase Agreement, in good condition and repair and prevent any waste or unusual or unreasonable depreciation thereof; and (ivvii) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments join with Beneficiary at its request from time to time held thereinin executing financing statements, (v) a perfected pledge of amendments thereto and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreementcontinuation statements, and (vi) such additional collateral, if any, as pay the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part cost of the LGS Assets shall be included in the Mortgaged Properties and/or other portions filing of the Collateral. Borrower shall same whenever Beneficiary deems desirable, and execute and deliver to Beneficiary further documents and instruments and do such amendments to the Security Documents and/or additional Security Documents other acts and things as Agent Beneficiary may require reasonably request in order to add effectuate fully the purposes and intent hereof. Trustor hereby authorizes Beneficiary to file financing statements, amendments, and continuation statements in such additional assets filing offices as Beneficiary may determine appropriate in connection with the security interest granted herein. Trustor hereby authorizes Beneficiary to file financing statements, amendments, and continuation statements in such filing offices as Beneficiary may determine appropriate in connection with the security interest granted herein. 4.04. Beneficiary may at any time, without prior notice to Trustor, collect proceeds of the Collateral and may give notice of assignment to any and all of Trustor's debtors, and Trustor does hereby irrevocably constitute and appoint Beneficiary its true and lawful attorney-in-fact to enforce in Trustor's name or in Beneficiary's name or otherwise all rights of Trustor in the Collateral and to do any and all things necessary and proper to carry out the purposes hereof; provided, however, Trustor shall have the right to collect, retain, use and enjoy such proceeds subject to the Collateralterms hereof and the documents securing Trustor's obligations thereunder prior to any default under the Loan Agreement or any of said documents. It is hereby recognized that the power of attorney herein granted is coupled with an interest and shall not be revocable and Beneficiary shall have the right to exercise this power of attorney upon any default under the Loan Agreement, hereunder or any of the documents securing Trustor's obligations thereunder. (Beneficiary shall promptly notify Trustor of any action taken by Beneficiary pursuant to this provision but Beneficiary's failure to do so shall not invalidate any such act, affect any of Trustor's obligations to Beneficiary or give rise to any right, claim or defense on the part of Trustor).

Collateral. The Obligations shall be secured by (ia) a perfected lien During any Collateral Period, on or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related prior to the Mortgaged Propertiestimes specified below (or such later date as the Administrative Agent shall reasonably determine), pursuant the Borrower will cause, subject to clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the Parent REIT) (collectively, the “Collateral”), to be, subject to the terms of the MortgageIntercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the Security Agreementforegoing, (iii) a perfected security interest the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be held by Agent for the benefit of Lenders in the Ultra Lease executed and the Ultra Lease Guaranty pursuant delivered, to the Assignment of Lease Administrative Agent such documents, agreements and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsinstruments, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest will take or cause to be held taken such further actions (including the filing and recording of financing statements), which may be required by applicable Law and which the Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all moniesmay, instruments and investments from time to time held thereinduring a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.06(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Collateral Release is to be effected, written notice that it is requesting the Collateral Release, which notice shall identify the Collateral to be released and the proposed effective date for the Collateral Release, together with a certificate signed by a Responsible Officer of the Borrower (such certificate, a “Collateral Release Certificate”), certifying that: (i) the Consolidated Leverage Ratio is either (A) less than or equal to 6.75 to 1.00 as of the last day of any two (2) consecutive fiscal quarters, or (B) less than or equal to 6.25 to 1.00 as of the last day of any fiscal quarter, in each case as reflected on the most recently delivered Compliance Certificate delivered pursuant to Section 6.02(a); and (ii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Collateral Release and immediately before and immediately after giving effect to the Collateral Release, (vA) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the effective date of the Collateral Release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 6.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) On or after any Collateral Release Date, the Administrative Agent shall, subject to the satisfaction of the requirements of clause (d) above, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release all of the Liens granted to the Administrative Agent pursuant to the requirements of this Section 6.17, and the Collateral Documents (the “Collateral Release”). Upon the release of any Collateral pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, deliver to the Borrower, upon the Borrower’s request and at the Borrower’s reasonable expense, such documentation as may be reasonably satisfactory to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Collateral from the Loan Documents. (f) Notwithstanding the foregoing, (i) if a perfected Collateral Trigger Date occurs in connection with a First Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of and security interest in all the issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to of the Pledge and Security AgreementGuarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals fifty percent (50%) of the amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the First Limited Collateral Trigger Event and (viii) such additional collateralif a Collateral Trigger Date occurs in connection with a Second Limited Collateral Trigger Event only, if any, as the Borrower may agree Collateral required to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles be delivered hereunder shall be prior and superior in right limited to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part a pledge of the LGS Assets shall be included in the Mortgaged Properties and/or other portions issued and outstanding Equity Interests of the Collateral. Borrower shall execute such amendments to Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals the Security Documents and/or additional Security Documents amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as Agent may require in order to add such additional assets to of the Collateraldate of the Second Limited Collateral Trigger Event.

Collateral. (a) The Obligations Company is the sole owner of the Collateral, free and clear of any Liens (other than is set forth in Schedule II), security interests, encumbrances, rights, or claims, and is fully authorized to grant the Security Interest. There has been no adverse decision that would materially affect the Company’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority that could reasonably be expected to have such material adverse effect. (b) The Company shall be secured by keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. The Company shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce, and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (c) The Company shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule I and may not relocate such Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) a perfected lien or security title written notice of such relocation and security interest to the new location thereof (which must be held by Agent for within the benefit of Lenders in the Mortgaged Properties United States) and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of Agent for the benefit of Lenders Secured Party a valid, perfected and continuing perfected lien in the personal property assets Collateral. The Company shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of Borrower any of the Collateral (except for non-exclusive licenses granted by the Company in its ordinary course of business and sales of inventory by the Company in its ordinary course of business) without the prior written consent of the Secured Party. The Company shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) The Company’s has no knowledge of any record filed with a governmental or regulatory authority, agency or recording office of an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to the Security this Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens covering or security titles shall be prior and superior in right to affecting any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower So long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such amendments to the Security Documents and/or additional Security Documents office or agency any such financing statement or other document or instrument as Agent may require in order to add such additional assets it pertains to the Collateral. (e) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party, promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’ security interest therein. The Company shall permit the Secured Party and their representatives and agents to inspect the Collateral at any time during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party from time to time. (f) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral is accurate and complete in all material respects as of the date furnished.

Collateral. The Obligations As collateral for the Secured Obligations, as hereinafter defined, including the Loan, Borrower shall execute and deliver, or cause to be secured executed and delivered to Lender, the following prior to or at closing hereunder: (a) A mortgage/deed of trust lien on twelve (12) certain real estate assets owned by JAX Real Estate, LLC, X. Xxxxxxxxx’x, LLC, and X. Xxxxxxxxx’x Restaurants, LLC that each has a X. Xxxxxxxxx’x Restaurant, Stoney River Restaurant, or a Redlands Grill Restaurant located thereon (i) a perfected lien or security title “Real Estate Collateral”). Except for Permitted Encumbrances (as hereinafter defined), the Real Estate Collateral will be free and clear of other liens, claims and encumbrances. It is understood, however, that the Lender has an existing security interest to be held by Agent for the benefit in nine of Lenders said properties as set forth in the Mortgaged Properties Existing Loan Agreement, pursuant to which the Lender obtained a first priority lien on the Real Estate Collateral to secure the Existing Notes. (b) Except as set forth herein, in addition to the Real Estate Collateral herein described, Lender shall receive a first priority perfected security interest in substantially all existing and certain after-acquired tangible personal property of Borrower related and Guarantors located at the Real Estate Collateral. As used herein “Collateral” shall mean all tangible personal property located at the Real Estate Collateral and the Real Estate Collateral. The Collateral will be free and clear of other liens, claims and encumbrances, except Permitted Encumbrances. As used herein “Permitted Encumbrances” shall mean (i) matters shown on the title insurance commitments delivered to the Mortgaged Properties, pursuant to the terms of the MortgageLender in connection herewith, (ii) a perfected security interest in favor subordinate judgment liens that are the subject of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreementan ongoing appeal, (iii) a perfected security interest to be held by Agent for the benefit liens in favor of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase AgreementLender, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts liens securing purchase money indebtedness or capital lease obligations, and all monies, instruments and investments from time to time held therein, (v) liens for taxes not yet delinquent or being contested in good faith, (vi) claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business to the extent limited to the property or assets relating to such contract, and (vii) liens in favor of a perfected pledge of and landlord to secure Borrower’s or its subsidiaries’ obligations to pay rent. It is understood, however, that the Lender has existing security interest in all issued and outstanding Equity Interests held by CORR said properties as set forth in Pinedale GP the Existing Loan Agreement, pursuant to which the Pledge and Security Agreement, and Lender obtained a first priority lien on the Collateral to secure the Existing Notes (vi) such additional collateral, if any, as the Borrower may agree subject to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralEncumbrances).

Collateral. The Obligations As security for all indebtedness of Borrower to Bank and its affiliates subject hereto, Borrower hereby grants to Bank security interests of first priority in all Borrower's assets in all Borrower's obligations hereunder and all other Loan Documents executed herewith, including the Xxxxx Fargo Commercial MasterCard Customer Agreement ("Card Agreement"), as Card Agreement may be amended, modified, restated, extended, increased, and/or rearranged from time to time (collectively the "INDEBTEDNESS"). Borrower and Bank acknowledge and agree that the above sentence does not give Borrower the right to extend or increase its obligations to Bank beyond the ones created on even date herewith without MILLC's and MCA's written approval. As additional security for the Indebtedness of Borrower to Bank hereunder, Borrower shall cause MCA and M-I L.L.C., a Delaware limited liability company ("MILLC"), to grant to Bank security interests of first priority in all of MCA's and MILLC's respective outstanding limited liability company interests of the Borrower. Borrower shall also cause MCA and MILLC (collectively referred to herein as the "BUSINESS VENTURES OWNERS") to evidence any loans made by the Business Venture Owners as of the date hereof, which constitute inter-company debt, by requiring the parties to such loans to execute a promissory note in form and substance satisfactory to Bank and to collaterally assign to and deliver possession of such promissory notes to Bank. It is agreed and understood that the grant to Bank of security interests in said promissory notes shall be secured by (i) at all times a perfected lien or security title and first priority security interest to therein. All of the foregoing shall be held evidenced by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant subject to the terms of the Mortgagesuch security agreements, (ii) a perfected security interest financing statements, deeds of trust and other documents as Bank shall reasonably require, all in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant form and substance satisfactory to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the CollateralBank. Borrower shall execute such amendments to reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralforegoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. The Obligations shall Borrower shall: (a) Cooperate with the Administrative Agent to cause to be maintained in the appropriate governmental offices UCC financing statements showing the applicable Borrower as debtor, Administrative Agent as secured by party and all personal property assets of the debtor as collateral in order to continue to perfect the Administrative Agent’s security interest in the Collateral. (b) Prior to any real property being in the Borrowing Base, cause the applicable Borrower to (i) a perfected lien or security title execute, deliver and security interest cause to be held by Agent filed Mortgages (or amendments to any existing Mortgages) which are effective to create in favor of the Administrative Agent, for the benefit of Lenders in the Mortgaged Properties Lenders, a legal, valid and certain personal property of Borrower related enforceable Lien (subject only to the Mortgaged Properties, pursuant to the terms Permitted Liens (excluding clauses (c) and (h) of the Mortgage, (iidefinition thereof)) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued such real property and outstanding Equity Interests held related Collateral owned by CORR the applicable Borrower, which such Mortgages when recorded in Pinedale GP pursuant the appropriate offices for the locations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens (excluding clauses (c) and (h) of the Pledge and Security Agreementdefinition thereof) on, and (vi) security interest in, all right, title and interest of the grantors thereunder in such additional collateralreal property and related Improvements, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be in each case prior and superior in right to any other Person except Lien (other than Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to (excluding clauses (c) and become part (h) of the LGS Assets shall definition thereof)), and (ii) cause the Mortgage Requirements, for each parcel of real property with which a Mortgage is executed and delivered in accordance with this Agreement, to be completed concurrently with the recording of such Mortgages or such additional reasonable time as the Administrative Agent may determine in its reasonable discretion with respect to each individual Mortgage and parcel of real property. (c) With respect to each Mortgage entered into pursuant to this Agreement and the Collateral related thereto, and prior to any such Property being included in the Mortgaged Properties and/or other portions of Borrowing Base, the Collateral. Borrower shall execute such amendments cause the following items to be completed, all in form and substance reasonably satisfactory to the Security Documents and/or additional Security Documents as Administrative Agent may require in order to add such additional assets to (collectively, the Collateral.“Mortgage Requirements”):

Collateral. The (a) At all times the Secured Obligations shall be secured by first and prior Liens (subject only to Permitted Liens) covering and encumbering (i) a perfected lien or security title not less than the Minimum Collateral Amount, and security interest to be held all cogeneration facilities and transportation and gathering systems owned by Agent for any Restricted Person used in connection with the benefit of Lenders in the Mortgaged Properties production and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms development of the MortgageMineral Interests included therein, and (ii) a perfected security interest in favor all of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held Interest of each Subsidiary of Borrower owned by CORR in Pinedale GP pursuant Restricted Person subject to the Pledge and Security Agreementlimitation with respect to Foreign Subsidiaries set forth in Section 6.16, and (viiii) such additional collateralall other personal property of the Restricted Persons that can be perfected by the filing of a financing statement under the UCC (excluding filings in the real property records), if anyexcept for the Excluded Property. On the Closing Date, as the Borrower may agree and its Subsidiaries shall deliver to grant to Administrative Agent for the ratable benefit of Lenders from time each Lender and SG, Security Documents covering the foregoing, each in form and substance acceptable to time may accept as security Administrative Agent. (b) To the extent necessary to comply with the first sentence of Section 6.17(a), (i) within 30 days after each Determination Date, Borrower and its Subsidiaries shall execute and deliver to Administrative Agent, for the Obligations. All ratable benefit of each Lender and SG, deeds of trust, mortgages, chattel mortgages, security agreements and financing statements in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such liens Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or security titles shall be prior appropriate to grant, evidence and superior perfect the Liens required by this Section 6.17. (c) Borrower also agrees to deliver favorable title information, title opinions or updates of title opinions in right form, substance and authorship reasonable satisfactory to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments Administrative Agent with respect to the Security Documents and/or additional Security Documents as Agent may require properties described in order subsection (b) immediately above and confirming that such Restricted Person has good and defensible title to add such additional assets to the Collateralproperties and interests, free and clear of all Liens other than Permitted Liens.

Collateral. The Obligations shall be secured by Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (ibut only, in the case of real Property, the Mortgaged Properties) a perfected lien or security title and security interest to be held by subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of Lenders the Holders of Secured Obligations to secure the Secured Obligations in accordance with the Mortgaged Properties terms and certain personal property conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower related will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the Mortgaged Properties, pursuant and deposit accounts maintained, by the Borrower or such Guarantor to the terms extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the Mortgage, (ii) equity interests of a perfected security interest in favor of Agent Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of Lenders the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, Mortgage Instruments, control agreements, blocked account agreements and pledge agreements are required to be delivered hereunder until December 31, 2005 or such later date as the Administrative Agent may agree in the personal property assets exercise of Borrower pursuant its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to the Security Agreementdeliver such amendments and supplements by December 31, 2005 or such later date shall constitute a Default under Section 7.3) with respect to (iiia) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions on the Closing Date in the case of such amendments and supplements and (b) the pledge of the Collateral. equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower shall execute hereby agrees to use its best efforts to cause the delivery of such amendments to amendments, supplements and pledge agreements as soon as practicable after the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralClosing Date.

Collateral. The Obligations Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Borrower and the Guarantors (other than Parent) in respect of the Bridge Facility will be secured by: (a) a perfected first-priority pledge of all of the equity interests issued by each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all real property of the Loan Parties and the net cash proceeds from dispositions of such real property, whether or not mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any such Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall include, without limitation, all real property assets of the Loan Parties set forth in Exhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the date hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and BMO Hxxxxx Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be secured by automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) the aggregate Bridge Commitments or Bridge Loans, as applicable, outstanding at such time to (b) the aggregate appraised value of the Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a perfected lien or security title and security interest recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related 1.00. Notwithstanding anything to the Mortgaged Propertiescontrary contained herein (but subject to the last sentence of the immediately preceding paragraph), pursuant the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party or any direct or indirect parent thereof) or prohibited by the terms of any applicable organizational documents, equity interests in any person other than wholly-owned subsidiaries (but only for so long as such prohibition is applicable and to the Mortgageextent not entered into in contemplation hereof), (ii) any property subject to a perfected purchase money security interest or similar arrangement not prohibited by the Bridge Documentation to the extent that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), violate or invalidate such lease, license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to the Security Agreementapplicable anti-assignment provisions of the UCC, (iii) a perfected security interest assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to be held by Agent for secure the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty Bridge Facility, or such pledge would trigger termination pursuant to the Assignment any “change of Lease and Guarantycontrol” or similar provision under such contract, in certain contracts of Borrower pursuant or which would require governmental (including regulatory) consent, approval, license or authorization to the Assignment of Contractspledge such assets, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreementunless such consent, approval, license or authorization has been received, (iv) assets the pledging of which would have a perfected security interest to be held by Agent material adverse tax consequence for the benefit of Lenders Borrower or its beneficial owners, as may reasonably be determined by the Borrower in the Pledged Deposit Accounts good faith and all monies, instruments and investments from time to time held therein, (v) assets in circumstances where the Initial Lenders and the Borrower reasonably agree that the cost, burden or consequences of obtaining or perfecting a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR such assets is excessive in Pinedale GP pursuant relation to the Pledge and Security Agreementpractical benefit afforded thereby (the foregoing described in clauses (i) through (v) are, and (vi) such additional collateralcollectively, if any, as the Borrower may agree “Excluded Assets”). The Loan Parties shall not be required to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens obtain third party acknowledgements or security titles shall be prior and superior consent in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part support of the LGS Assets shall be included creation, perfection or enforcement of security interests in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations shall be secured by (ia) a perfected lien During any Collateral Period, on or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related prior to the Mortgaged Propertiestimes specified below (or such later date as the Administrative Agent shall reasonably determine), pursuant the Borrower will cause, subject to clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the Parent REIT) (collectively, the “Collateral”), to be, subject to the terms of the MortgageIntercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the Security Agreementforegoing, (iii) a perfected security interest the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be held by Agent for the benefit of Lenders in the Ultra Lease executed and the Ultra Lease Guaranty pursuant delivered, to the Assignment of Lease Administrative Agent such documents, agreements and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsinstruments, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest will take or cause to be held taken such further actions (including the filing and recording of financing statements), which may be required by applicable Law and which the Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all moniesmay, instruments and investments from time to time held thereinduring a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.07(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Collateral Release is to be effected, written notice that it is requesting the Collateral Release, which notice shall identify the Collateral to be released and the proposed effective date for the Collateral Release, together with a certificate signed by a Responsible Officer of the Borrower (such certificate, a “Collateral Release Certificate”), certifying that: (i) the Consolidated Leverage Ratio is either (A) less than or equal to 6.75 to 1.00 as of the last day of any two (2) consecutive fiscal quarters, or (B) less than or equal to 6.25 to 1.00 as of the last day of any fiscal quarter, in each case as reflected on the most recently delivered Compliance Certificate delivered pursuant to Section 6.02(a); and (ii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Collateral Release and immediately before and immediately after giving effect to the Collateral Release, (vA) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the effective date of the Collateral Release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 6.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) On or after any Collateral Release Date, the Administrative Agent shall, subject to the satisfaction of the requirements of clause (d) above, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release all of the Liens granted to the Administrative Agent pursuant to the requirements of this Section 6.17. and the Collateral Documents (the “Collateral Release”). Upon the release of any Collateral pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, deliver to the Borrower, upon the Borrower’s request and at the Borrower’s reasonable expense, such documentation as may be reasonably satisfactory to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Collateral from the Loan Documents. (f) Notwithstanding the foregoing, (i) if a perfected Collateral Trigger Date occurs in connection with a First Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of and security interest in all the issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to of the Pledge and Security AgreementGuarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals fifty percent (50%) of the amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the First Limited Collateral Trigger Event and (viii) such additional collateralif a Collateral Trigger Date occurs in connection with a Second Limited Collateral Trigger Event only, if any, as the Borrower may agree Collateral required to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles be delivered hereunder shall be prior and superior in right limited to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part a pledge of the LGS Assets shall be included in the Mortgaged Properties and/or other portions issued and outstanding Equity Interests of the Collateral. Borrower shall execute such amendments to Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals the Security Documents and/or additional Security Documents amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as Agent may require in order to add such additional assets to of the Collateraldate of the Second Limited Collateral Trigger Event.

Collateral. The Obligations Upon the proper filing of the Delaware Financing Statements in the Delaware Filing Office, the Article 9 Security Interest granted by the Parent, the Issuers and the Guarantors, as applicable, in that portion of the Collateral in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code of the State of Delaware will be perfected. In addition, such counsel shall be secured state that it has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent auditors of the Issuers and the Guarantors, representatives of the independent reserve engineers of the Issuers and the Guarantors and the Issuers’ and the Guarantors’ representatives, at which the contents of the General Disclosure Package and the Final Offering Circular and related matters were discussed. Although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for or expressing any opinion regarding the accuracy, completeness or fairness of the statements contained in, the General Disclosure Package and the Final Offering Circular (except to the extent specified in paragraphs (viii) and (ix) above), based on the foregoing in the course of acting as counsel to the Issuers and the Guarantors in this transaction (and relying as to materiality as to factual matters on officers, employees and other representatives of the Issuers and the Guarantors), no facts have come to such counsel’s attention that have caused such counsel to believe that: · the General Disclosure Package, as of the Execution Time, included an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or · the Final Offering Circular, as of its date and as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that in each case we have not been asked to, and do not, express any belief with respect to (a) the financial statements and schedules or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom, (b) the summary reserve report of the independent reserve engineer and reserve information contained or included or incorporated by reference therein or omitted therefrom or (c) representations and warranties and other statements of fact contained in the exhibits to documents incorporated by reference therein. In rendering such opinion, such counsel may (i) a perfected lien or security title rely in respect of matters of fact upon certificates of officers and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms employees of the MortgageCompany and the Issuers and upon information obtained from public officials, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the Security Agreementoriginals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) a perfected security interest state that its opinion is limited to be held matters governed by Agent for federal law, the benefit laws of Lenders in the Ultra Lease State of New York, the Texas Limited Liability Company Act, the DGCL and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase AgreementDLLCA, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a perfected security interest foreign corporation or limited liability company, as the case may be, of the Issuers and the Guarantors and each of their respective subsidiaries, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be held by Agent for attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the benefit of Lenders in Closing Date and shall be provided to counsel to the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinPurchaser), (v) a perfected pledge state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, members of Issuers or the Guarantors may be subject; and (vi) with respect to the opinions expressed in paragraphs (vi), (vii) and (viii) relating to the existence of any lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such additional collateralcounsel’s review of reports, if anydated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Company, purporting to describe all financing statements on file as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included dates thereof in the Mortgaged Properties and/or other portions office of the CollateralSecretary of State of the State of Delaware, naming any of the Issuers or the Guarantors as debtor. Borrower shall execute such amendments The undersigned, Executive Vice President and Chief Financial Officer of Xxxxx Energy, Inc., a Delaware corporation (and together with its subsidiaries, the “Company”), in his capacity as such, hereby certifies pursuant to Section 7(h) of the Security Documents and/or additional Security Documents Purchase Agreement, dated February 12, 2018 (the “Purchase Agreement”), by and among Xxxxx Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), Xxxxx Energy Finance Corp., a Delaware corporation (together with JEH LLC, the “Issuers”), the guarantor parties thereto and Credit Suisse Securities (USA) LLC (the “Purchaser”), that as Agent may require in order to add such additional assets to of the Collateral.date hereof:

Collateral. The Obligations Collateral Agent and the Facility Agent shall be secured by have received: (i) a perfected lien or security title and security interest evidence satisfactory to be held by the Collateral Agent of: (A) the approval of the Petroleum Commissioner to the transfer of the Royalties from the Project Company to the Seller; (B) the registration in the Petroleum Register of the Seller’s rights in the Royalties, (C) the approval of the Petroleum Commissioner to the transfer of the Royalties from the Seller to the Borrower, (D) the registration in the Petroleum Register of the Borrower’s rights in the Royalties, (E) the approval of the Petroleum Commissioner to the Security Interest of the Collateral Agent (for the benefit of Lenders the secured parties) in the Mortgaged Properties Royalties, and certain personal property of Borrower related to (F) the Mortgaged Properties, pursuant to registration in the terms Petroleum Register of the Mortgage, Security Interest of the Collateral Agent (ii) a perfected security interest in favor of Agent for the benefit of Lenders the secured parties) in the personal property assets of Borrower pursuant Royalties, in each case, such approval or registration to be in substance satisfactory to the Security AgreementFacility Agent; (ii) evidence satisfactory to the Collateral Agent of the filing in the appropriate filing office in the State of Delaware, of UCC financing statements in the forms attached as Schedule 3 (iiithe “UCC Financing Statements”): (A) a perfected security interest with respect to be held by Agent the Sale and Contribution of the Royalties Receivables, naming the Seller, as the debtor, the Borrower as the secured party and the Collateral Agent, for the benefit of Lenders in the Ultra Lease Secured Parties, as the assignee, (B) with respect to the Collateral, naming the Borrower, as the debtor and the Ultra Lease Guaranty pursuant to the Assignment of Lease and GuarantyCollateral Agent, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if anySecured Parties, as the Borrower may agree secured party and (C) with respect to grant to Agent the Seller Collateral, naming the Seller as the debtor and the Collateral Agent, for the benefit of Lenders from time the Secured Parties, as the secured party; (iii) evidence satisfactory to time may accept as the Collateral Agent of the filing and registration in the Israeli Pledges Registry, in proper form, of the Collateral Agent’s security interest in the Collateral on behalf of secured parties; (iv) evidence satisfactory to the Collateral Agent that all other instruments or documents necessary to be filed, registered or recorded under the UCC or any Applicable Law of any applicable jurisdictions (in each case in proper form for such filing, registering or recording) in order to create and perfect in favor of the Collateral Agent, for the Obligations. All such liens or security titles shall be benefit of the Secured Parties, a valid and enforceable Lien on the Collateral and the Seller Collateral, prior and superior in right to any other Person except Permitted Liens having priority by operation Lien have been so filed, registered or recorded; (v) search reports as of law. the date of the Notice of Borrowing or a recent date prior thereto listing all effective UCC financing statements that name any of the Project Company, the Seller or the Borrower agrees that all hereafter acquired assets as debtor and that are added to and become part filed, in the case of the LGS Assets shall be included Project Company, in the Mortgaged Properties and/or other portions District of Columbia, or in the case of the Collateral. Borrower Seller or the Borrower, the State of Delaware and in such other jurisdictions that any Lender shall execute reasonably request, together with copies of such amendments UCC financing statements (none of which shall cover any Collateral unless the Collateral Agent is the designated Secured Party thereunder); (vi) extracts from the Israeli Pledges Registry, as of the date of the Notice of Borrowing or a recent date prior thereto, verifying that there are no effective filings or registrations in the Israeli Pledges Registry of any Lien on any of the Royalties, the Royalties Receivables or the Collateral other than those in favor of the Collateral Agent, for the benefit of the secured parties; and (vii) extracts from the Petroleum Register, as of the date of the Notice of Borrowing or a recent date prior thereto, verifying that there are no effective filings or registrations in the Petroleum Register of (A) any transfer of any Royalties, Royalties Receivables or Collateral other than the transfers by the Project Company to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets Seller and by the Seller to the CollateralBorrower, or (B) any Lien on any of the Royalties, Royalties Receivables or Collateral in favor of any Person other than the Collateral Agent, for the benefit of the secured parties.

Collateral. The Obligations shall be secured by (ia) a perfected lien During any Collateral Period, on or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related prior to the Mortgaged Propertiestimes specified below (or such later date as the Administrative Agent shall reasonably determine), pursuant the Borrower will cause, subject to clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the Parent REIT) (collectively, the “Collateral”), to be, subject to the terms of the MortgageIntercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the Security Agreementforegoing, (iii) a perfected security interest the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be held by Agent for the benefit of Lenders in the Ultra Lease executed and the Ultra Lease Guaranty pursuant delivered, to the Assignment of Lease Administrative Agent such documents, agreements and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsinstruments, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest will take or cause to be held taken such further actions (including the filing and recording of financing statements), which may be required by applicable Law and which the Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all moniesmay, instruments and investments from time to time held thereinduring a Collateral Period, (v) a perfected pledge reasonably request to carry out the terms and conditions of this Agreement and security interest in the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all issued and outstanding at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests held by CORR in Pinedale GP pursuant or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Pledge Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and Security deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, and without limiting the release provisions set forth in clause (vid) such additional collateralbelow, if any, as the Borrower may agree request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to grant to Agent for within five (5) Business Days, release, the benefit of Lenders Equity Interests in any Pledged Subsidiary from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right Pledge Agreement with respect to any other Person except Permitted Liens having priority by operation Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.07(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of lawsuch removal, so long as no Default or Event of Default exists or would result therefrom. Borrower The Administrative Agent agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments furnish to the Security Documents and/or additional Security Documents Borrower, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as Agent may require in order to add such additional assets be reasonably requested by the Borrower. (d) The Borrower may deliver to the Collateral.Administrative Agent, on or prior to the date

Collateral. The Obligations (a) Iridium LLC will cause to be pledged hereunder at all times 100% of the aggregate ownership interests of the Company then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, Iridium LLC shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Collateral Agent shall execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (b). (c) Except as permitted under, and subject to any conditions set forth in, Section 7.07 of the Credit Agreement, no distributions, dividends or other payments shall be secured paid by (i) the Company to Iridium LLC in its capacity as a perfected lien member of the Company, and Iridium LLC shall not be entitled to receive and retain any such distribution, dividends or security title other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and security interest to be held by Agent as defined in, the Management Services Agreement. In the event that, notwithstanding the foregoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the same in trust for the benefit Collateral Agent and the other Secured Parties, segregated from other funds of Lenders Iridium LLC and forthwith turn over the same to the Collateral Agent in the Mortgaged Properties and certain personal property of Borrower related to exact form received by Iridium LLC for deposit into the Mortgaged Properties, appropriate Account pursuant to the terms Depositary Agreement. (d) Without limiting any other rights of the Mortgage, Collateral Agent under this Agreement (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant but subject to the Security second paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Collateral Agent may (but shall not be obligated to) make a demand for payment in respect of the Reserve Capital Call Obligations in accordance with Section 4.02 of the Iridium LLC Agreement, (iii) a perfected security interest without notice to or consent from or any other action required to be held taken by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralIridium LLC.

Collateral. The Obligations Domestic Borrower shall be secured by (i) a perfected lien execute and deliver to Administrative Agent, or security title and security interest cause to be held executed and delivered to Administrative Agent, the following documents and items (the "Additional Security Documents"), each satisfactory to Lenders: (a) as security for the payment and performance of all of the Loan Obligations, a security agreement executed by Domestic Borrower in form and substance satisfactory to Administrative Agent (the "Borrower Security Agreement") granting to Administrative Agent for the benefit of Lenders a first priority Security Interest in the Mortgaged Properties and certain all personal property of Domestic Borrower related other than assets of any Pension Benefit Plan and subject to any Permitted Security Interests; (b) as security for the Mortgaged Properties, pursuant to the terms payment and performance of all of the MortgageLoan Obligations, a security agreement executed by every Significant Subsidiary domiciled in the United States (iiother than DT Resources, Inc.) a perfected security interest and Vanguard Technical Solutions, Inc., Armac Industries Co., and Assembly Machines, Inc. (the "Additional Guarantors") in favor of form and substance satisfactory to Administrative Agent (the "Subsidiary Security Agreement"), granting to Administrative Agent for the benefit of Lenders a first priority Security Interest in all personal property of each such Significant Subsidiary and Additional Guarantor subject to any Permitted Security Interests; (c) UCC-1 Financing Statements executed by Domestic Borrower and each Significant Subsidiary (other than DT Resources, Inc.) for filing in such filing offices as Administrative Agent deems necessary for the perfection of the Security Interests granted in the personal property assets documents referred to in clauses (a) and (b) above (the "Financing Statements"); (d) landlord's waivers in form and substance satisfactory to Administrative Agent for each location leased by Domestic Borrower and each Significant Subsidiary domiciled in the United States (the "Landlord Waivers"), which locations are listed on Schedule 2 hereto; provided that Administrative Agent may, in its discretion, waive delivery of Borrower pursuant any Landlord Waiver if Administrative Agent determines that obtaining such Landlord Waiver is impracticable or immaterial to the transactions contemplated hereby; (e) as security for the payment and performance of all of the Loan Obligations, mortgages or deeds of trust, as appropriate, executed by Domestic Borrower or the applicable Subsidiary, as the case may be, in form and substance satisfactory to Administrative Agent, granting a first priority (except for Permitted Security Agreement, (iiiInterests) a perfected security interest lien to be held by Administrative Agent for the benefit of Lenders on all real property owned by Domestic Borrower and each Subsidiary domiciled in the Ultra Lease and United States (the Ultra Lease Guaranty pursuant "Deeds of Trust"), which real property is listed on Schedule 1 hereto; (f) Mortgagee Policies of Title Insurance with respect to the Assignment real property described in clause (f) above, showing a satisfactory state of Lease title (the "Title Policies"); (g) as security for the payment and Guarantyperformance of all of the Loan Obligations, an aircraft security agreement executed by Domestic Borrower in certain contracts of Borrower pursuant form and substance satisfactory to Administrative Agent (the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant "Aircraft Security Agreement") granting to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest first priority Security Interest in all issued aircraft and outstanding Equity Interests held aircraft engines of Domestic Borrower; (h) as security for the payment and performance of the Loan Obligations of the Canadian Borrowers, a security agreement executed by CORR in Pinedale GP pursuant to Xxxxxx, Inc. (the Pledge and "Canadian Security Agreement") in form and substance satisfactory to Administrative Agent and Lenders, and (vi) such additional collateral, if any, as the Borrower may agree granting to grant to Administrative Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior a first priority Security Interest in right all personal property of Xxxxxx, Inc., subject to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part Security Interests; (i) an unconditional guaranty of the LGS Assets shall be included Loan Obligations by the Additional Guarantors, in form and substance satisfactory to Administrative Agent (the Mortgaged Properties and/or "Additional Guaranty"); and (j) any additional documents, instruments, certificates and other portions of items as Administrative Agent reasonably deems appropriate or necessary to (i) perfect and maintain the Collateral. Borrower shall execute such amendments liens and Security Interests granted pursuant to the Security Documents and/or additional Security Documents as documents referred to above or (ii) to preserve and protect the rights of Administrative Agent may require in order to add such additional assets to the Collateraland Lenders under any Loan Document ("Collateral Requirements").

Collateral. At all times following the Collateral Trigger Event, the Borrower will cause each Obligor’s tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected lien (subject to liens permitted hereunder) in favor of the Bank to secure the obligations incurred under this Agreement or otherwise in connection with this Agreement or any guaranty, and in connection therewith, the Borrower shall cause each Obligor to execute and deliver to the Bank the security agreement in the form of Annex I hereto and all other pledge agreements, control agreements, filings and other collateral documents requested by the Bank. The Obligations Borrower shall be secured provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Bank. The Borrower hereby irrevocably appoints the Bank to act as, and the Bank shall have the right to act as, the Borrower’s and each Guarantor’s lawful attorney-in-fact, with full power of substitution, in the name of the Borrower and such Guarantors, to execute any collateral documents and to take generally any action in connection with any of the collateral documents; provided, however, that the Bank shall not exercise its rights as attorney-in-fact unless and until the Collateral Trigger Event occurs and the Borrower and the Guarantors have failed to execute and deliver the collateral documents within fifteen (15) calendar days after demand by the Bank. Notwithstanding anything to the contrary contained herein, if the principal balance outstanding of the credit extended under this Agreement exceeds Fifty Million Dollars ($50,000,000) at any time, then upon the request of the Bank, the Borrower shall cause 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (i) could not reasonably be expected to cause the undistributed earnings of such subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such subsidiary's parent and (ii) could not Section 1. 956 2(c)(2)) and 100% of the issued and outstanding equity interests not entitled to vote (within the meaning of Treas. Reg. Section 1. 956 2(c)(2)) of AEI International Holdings CV (Netherlands) and AEI Global Holdings C.V. (Netherlands) to be subject at all times to a first priority, perfected lien or security title and security interest to be held by Agent for in favor of the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, Bank pursuant to the terms and conditions of the Mortgage, (ii) a perfected security interest pledge agreements in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant form and substance satisfactory to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of ContractsBank, and in connection therewith, the Purchase Agreement and the Purchase Agreement Guaranty pursuant Borrower shall deliver to the Collateral Assignment Bank such opinions of Purchase Agreement, (iv) a perfected counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held interests therein, (v) a perfected pledge of all in form and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant substance reasonably satisfactory to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralBank.

Collateral. The Obligations (a) All outstanding equity interests in whatever form of the US Borrower and each Restricted Subsidiary owned by or on behalf of any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (except that the Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding equity interests of any Restricted Foreign Subsidiary) and all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be secured by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, escrow pursuant to the terms of the MortgageFinancing Escrow Agreement. (b) All outstanding equity interests in whatever form of the UK Borrower shall, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant except to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP extent pledged pursuant to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements and Security all certificates representing securities pledged under the UK Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (c) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the German Pledge Agreement shall have been pledged pursuant to the German Pledge Agreement and all certificates representing securities pledged under the German Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (d) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the Canadian Pledge Agreements and all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (e) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the French Pledge Agreements shall have been pledged pursuant to the French Pledge Agreements and all certificates representing securities pledged under the French Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (f) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Taiwan Pledge Agreements shall have been pledged pursuant to the Taiwan Pledge Agreements and all duly endorsed certificates representing securities pledged under the Taiwan Pledge Agreements, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (g) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Italian Share Pledge Agreements shall have been pledged pursuant to the Italian Share Pledge Agreements and all certificates representing securities pledged under the Italian Share Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (h) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Luxembourg Pledge Agreements shall have been pledged pursuant to the Luxembourg Pledge Agreements and all certificates representing securities pledged under the Luxembourg Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (i) All Indebtedness of Holdings, the US Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (vij) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and to perfect such additional collateralLiens to the extent required by, if anyand with the priority required by, the Security Agreement shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (k) All documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by each of the Foreign Security Documents and to perfect such Liens to the extent required by, and with the priority required by, each of the Foreign Security Documents shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (l) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the US Borrower or a US Subsidiary Guarantor a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 (and subject to the release on the Closing Date of the liens thereon in respect of the Existing Credit Agreement), together with such endorsements, coinsurance and reinsurance as the Borrower Administrative Agent may agree reasonably request. (m) All amounts outstanding under the Existing Credit Agreement shall, upon receipt of the proceeds of the Term Loans and release of such proceeds in accordance with the terms of the Financing Escrow Agreement, be repaid in full, all commitments to grant to Agent for lend under the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles Existing Credit Agreement shall be prior terminated pending the Closing Date and superior all Liens in right respect of obligations under the Existing Credit Agreement shall be released or arrangements for such release satisfactory to any other Person except Permitted Liens having priority by operation the Administrative Agent shall have been made pending the Closing Date. It is understood and agreed that the pledges described in clauses (a) through (i) inclusive of law. Borrower agrees that all hereafter acquired assets that are added to this Section 6.2 shall become effective immediately and become part automatically upon the occurrence of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments Closing Date, but that prior to the Security Documents and/or additional Security Documents as Agent may require in order to add Closing Date, such additional assets to pledges (and the CollateralLiens created thereby) shall not be effective.

Collateral. (A) The Obligations Stage I Collateral Trustee shall be secured by have received on the Closing Date the following, in form and substance reasonably satisfactory to Jefferies: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Stage I Issuer as a perfected lien debtor and the Stage I Collateral Trustee as the secured party, or security title and security interest other similar instruments or documents to be held filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Stage I Collateral Trustee and its counsel, desirable to perfect the security interests of the Stage I Collateral Trustee pursuant to the Escrow Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC 3 termination statements or amendments, if any, necessary to release all Liens (other than Liens in favor of the Stage I Collateral Trustee) of any person in any Stage I Collateral previously granted by Agent any person; (iii) copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report from the Stage I Issuer’s jurisdiction of incorporation, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Stage I Issuer (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Stage I Collateral, other than such financing statements that evidence Permitted Liens); and (iv) such other approvals, opinions, or documents as the Stage I Collateral Trustee may reasonably request in form and substance reasonably satisfactory to the Stage I Collateral Trustee; and (B) The Stage I Collateral Trustee and its counsel shall be satisfied that (a) the Lien granted to the Stage I Collateral Trustee, for the benefit of Lenders the holders of Stage I Notes and the Stage I Trustee, is of the priority described in the Mortgaged Properties Time of Sale Document and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms Final Offering Memorandum and (b) no Lien exists on any of the MortgageStage I Collateral, (ii) a perfected security interest other than the Lien created in favor of Agent the Stage I Collateral Trustee, for the benefit of Lenders in the personal property assets holders of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease Stage I Notes and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralStage I Trustee.

Collateral. (a) The Obligations shall be secured by (i) a perfected lien or security title Guarantee and security interest Collateral Agreement and the Patent and Trademark Security Agreement are effective to be held by Agent continue in favor of the Administrative Agent, for the benefit of Lenders the Secured Parties (as defined in the Mortgaged Properties Guarantee and certain personal property of Borrower related to the Mortgaged PropertiesCollateral Agreement), pursuant to the terms of the Mortgagea legal, (ii) a perfected valid and enforceable security interest in favor the Collateral described therein and proceeds thereof. In the case of Agent for the benefit of Lenders Pledged Stock described in the personal property assets of Borrower pursuant Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are transferred by the Existing Administrative Agent to the Security AgreementAdministrative Agent, (iii) the Guarantee and Collateral Agreement shall constitute a fully perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and GuarantyLien on, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in, all right, title and interest of the Loan Parties in all issued such Pledged Stock and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreementproceeds thereof, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. All In the case of the Collateral (other than the Pledged Stock) described in the Guarantee and Collateral Agreement and the Patent and Trademark Security Agreement, the Guarantee and Collateral Agreement and the Patent and Trademark Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such liens or Collateral and the proceeds thereof, as security titles shall be for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens having priority permitted by operation of lawSection 7.3). Borrower agrees Schedule 4.19(a) lists each UCC Financing Statement that all hereafter acquired assets that are added to (i) names any Loan Party as debtor and become part (ii) will remain on file after the Closing Date. (b) Each of the LGS Assets Mortgages is effective to continue in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Existing Mortgages) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.9(b)), each Mortgage shall be included constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and/or described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other portions of Person (other than Persons holding Liens or other encumbrances or rights permitted by the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralrelevant Mortgage).

Collateral. The Obligations shall be secured Borrower, with full title guarantee and as a continuing security for the payment and discharge on the due date therefor by the Borrower of all Loan Balances under these Terms and Conditions, hereby grants to the Agent (ias security agent and trustee for the Lender) and the Lender, by way of security, a perfected first priority lien or security over all rights, title and interest under, or in connection with, the Till Revenues, the Designated Till and all other E-money Till(s) held by the Borrower and all claims of whatsoever nature relating to the Till Revenues, the Designated Till and such E-money Till(s). The Borrower agrees that the Lender and/or the Agent (as security agent and trustee for the Lender) may at any time set off any liability of the Borrower to the Lender (whether such liability is present or future, liquidated or unliquidated, and whether or not it arises under these Terms and Conditions) against the Till Revenues, other funds held in the Designated Till or such other E-money Till(s) from time to time or any liability of the Lender to the Borrower, and the Borrower hereby authorises the Lender and/or the Agent (as the case may be) to do so. Any exercise of the rights under this clause 12.2 shall not limit or affect any other rights or remedies available to the Lender under these Terms and Conditions or otherwise. The Borrower shall forthwith upon request by the Lender: execute in respect of the Till Revenues, the Designated Till and such other E-money Till(s) such mortgage, charge, pledge, assignment or other security interest or Encumbrance (as the Lender directs) in favour of the Lender and/or the Agent (as security agent and trustee for the Lender) and in such form as the Lender requires; and from time to be held by Agent time and at all times execute and do all such further assurances, documents (to contain such clauses for the benefit of Lenders in the Mortgaged Properties Lender as the Lender shall require), acts and certain personal property of Borrower related to things and give all such notices, orders and directions as the Mortgaged Properties, pursuant to Lender may reasonably require for facilitating the terms realisation of the MortgageLoan Balance and for exercising all the powers, (ii) a perfected security interest in favor of Agent for authorities and discretions hereby and/or by law conferred on the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens Lender or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part receiver or agent of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralLender.

Collateral. The B Loans will be secured by valid and perfected Liens upon all of the Principal Properties (except the Trinidad Interest) of the Borrower and the Domestic Subsidiaries, whether now owned or hereafter acquired and all proceeds thereof, including a pledge of the stock or other equity interests of the Domestic Subsidiaries, and valid and perfected Liens in all Non-Principal Properties of the Borrower and the Domestic Subsidiaries, including all tangible and intangible property (including deposit accounts) of the Borrower and the Domestic Subsidiaries other than the Principal Properties, and the A Obligations shall will be secured only by first priority, valid and perfected Liens in all of the Non-Principal Properties (including deposit accounts) of the Borrower and the Domestic Subsidiaries, in each case whether now owned or hereafter acquired and all proceeds thereof, and excluding certain encumbered property; provided, that the Obligations will not be secured by (a) the Borrower's and its Subsidiaries equity interests in (i) a perfected lien Houston Ammonia Terminal, L.P., and (ii) FMCL LLC, (which holds vessel charter rights pertaining to transportation of offtake from FMCL's facility), (b) the Trinidad Interest or security title (c) the Excluded Non Principal Property. The Borrower acknowledges and security interest agrees that the Liens on the Collateral shall be granted to be held by the Administrative Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property holders of Borrower related the Obligations of each Class to the Mortgaged Properties, extent described above and shall be valid and perfected first priority Liens subject only to Liens permitted by Section 7.9 hereof pursuant to one or more Security Documents from such Persons, each in form and substance satisfactory to the terms of Administrative Agent, and provided further that the Mortgage, (ii) Borrower and the Domestic Subsidiaries need not take any steps to perfect a perfected security interest Lien on deposit accounts maintained in favor of Agent proximity to its operations for the benefit purpose of Lenders paying amounts owing (as opposed to receiving collections) provided that the total balance on deposit in such deposit accounts shall not exceed $500,000 except that the personal property assets Borrower and its Domestic Subsidiaries may exceed such amount by depositing in such deposit accounts amounts sufficient to cover payroll obligations paid out of Borrower pursuant such deposit accounts if such deposits are made not more that two business days prior to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease date payroll and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) related checks written against such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that deposit accounts are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralreleased.

Collateral. The Obligations Within forty-five (45) days (or such longer period as may be extended by the Agent with the consent of the Required Lenders in their reasonable discretion) after any Significant Subsidiary is formed or acquired after the Effective Date or a Subsidiary becomes a Significant Subsidiary, the Borrower shall be secured by cause such new Significant Subsidiary to, unless the Required Lenders otherwise agree in writing, (i) execute and deliver to the Agent a perfected lien or security title and security interest Perfection Certificate, relating to be held by such Significant Subsidiary, (ii) pledge the equity interests (except to the extent constituting Excluded Property) it owns in any other Significant Subsidiary to the Agent for the benefit of Lenders the Secured Parties on a first priority perfected basis pursuant to a Pledge Agreement substantially in the Mortgaged Properties form attached hereto as Exhibit 1.1(P)(3), (iii) cause all of the issued and certain personal property outstanding capital stock, partnership interests, member interests or other equity interest of Borrower related such Significant Subsidiary (except to the Mortgaged Properties, pursuant extent constituting Excluded Property) that are owned by another Loan Party to be pledged on a first priority perfected basis to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower Secured Parties pursuant to the Security AgreementPledge Agreements, (iiiiv) a perfected security interest execute and deliver to be held by the Agent for the benefit of Lenders the Secured Parties Collateral Documents in form and substance reasonably satisfactory to the Agent, including without limitation a Security Agreement substantially in the Ultra Lease form attached hereto as Exhibit 1.1(S)(2), Patent, Trademark and the Ultra Lease Guaranty pursuant Copyright Security Agreements and Mortgages, (subject to the Assignment below proviso) necessary or reasonably requested by the Agent or Required Lenders to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders the Secured Parties in substantially all of the assets of such new Significant Subsidiary, including proper financing statements under the Uniform Commercial Code of the applicable jurisdictions of organization covering the Collateral described in the relevant Collateral Documents and appropriate equity certificates and powers evidencing the Collateral pledged pursuant to the relevant Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinAgreement(s), (v) a perfected pledge obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant substance of such searches to be reasonably satisfactory to the Pledge Agent, (vi) deliver opinions of legal counsel with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably requested by the Agent or the Required Lenders and with such opinions to be reasonably satisfactory in form, scope and substance to the Agent or the Required Lenders in their respective reasonable discretion and (vii) provide the Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Agent or the Required Lenders, to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Agent with the address and/or GPS coordinates of each structure on any real property that is or will be subject to a Mortgage in favor of the Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to any Real Property (other than, for the avoidance of doubt, Excluded Property) of a Significant Subsidiary that is formed or acquired after the Effective Date or of a Subsidiary that becomes a Significant Subsidiary after the Effective Date that is required to be subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Agreement, the requirements of this Section 8.01(l) shall be satisfied with respect to Real Property and (vi) such additional collateral, with respect to fixtures and as extracted collateral if any, as the Borrower and the applicable Significant Subsidiary take all steps within one-hundred twenty (120) days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as may agree be extended by the Agent with the consent of the Required Lenders) necessary or reasonably requested by the Agent or the Required Lenders to grant first priority perfected liens (subject only to Permitted Liens) in favor of the Agent for the benefit of Lenders from time the Secured Parties with respect to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations shall Debt, the full and prompt payment and performance of all of the provisions, agreements, covenants and obligations herein contained and contained in the other Loan Documents, any and all additional advances made by Lender to protect or preserve the collateral for the Loan or for any other purpose provided herein or in any of the other Loan Documents and any and all other indebtedness now owing or which may hereafter be owing by Borrower to Lender will be secured by or guarantied, as applicable, by: (ia) a perfected first priority Deed of Trust (with Security Agreement) creating a title insured first priority lien or security title and security interest to be held by Agent for on the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest Property in favor of Agent for Lender (the benefit “Deed of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, Trust”); (iiib) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the first priority Assignment of Lease Rents and Guaranty, Leases on the Property in certain contracts favor of Borrower pursuant to Lender (the “Assignment of Rents”); (c) an Assignment of Contracts, Permits and Approvals in favor of Lender (the “Assignment of Permits”); (d) a pledge from Guarantor of 100% of its legal and beneficial equity in Borrower (the “Pledge Agreement”), together with a certain control acknowledgment and agreement between Borrower and Guarantor (the “Control Acknowledgment”) and an Irrevocable Proxy Agreement among Borrower, Guarantor and Lender (the “Proxy Agreement”); (e) a security interest in the Purchase Cash Management Account (as defined in Section 4(a) hereof); (f) a collateral assignment (the “Management Assignment”) of that certain Management Agreement by and between Borrower and Triple Net Properties Realty, Inc., a California corporation (the “Property Manager”), dated January 24, 2007 (the “Property Management Agreement”); (g) a guaranty (the “Guaranty ”) from Guarantor of the Recourse Obligations of Borrower; (h) an indemnification from Borrower and Guarantor against losses arising out of or in any way relating to any Hazardous Substances (as defined therein) or violation of Environmental Laws (as defined therein) (the “Environmental Indemnification”); (i) such financing statements (the “Financing Statements”) as may be necessary to perfect Lender’s security interest in the collateral; and (j) a post-closing compliance agreement executed in favor of Lender (the “Post-Closing Compliance Agreement”); and (k) a post-closing delivery agreement executed in favor of Lender (the “Post-Closing Delivery Agreement”). This Loan Agreement, the Note, the Deed of Trust, the Assignment of Rents, the Assignment of Permits, the Pledge Agreement, the Control Acknowledgement, the Proxy Agreement, the Management Assignment, the Cash Management Agreement, the Guaranty, the Environmental Indemnification, the Financing Statements, the Post-Closing Compliance Agreement, the Post Closing Delivery Agreement and the Purchase Agreement Guaranty pursuant any and all other documents, instruments or agreements evidencing, securing, guaranteeing or in any way relating to the Collateral Assignment Loan as any of Purchase Agreementthe foregoing may be amended, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts restated, modified, and all monies, instruments and investments or replaced from time to time held thereintime, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant being sometimes collectively referred to the Pledge and Security Agreement, and (vi) such additional collateral, if any, herein as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral“Loan Documents.”

Collateral. (a) The Obligations due and punctual payment of principal of, and interest on and Additional Amounts, if any, with respect to, the New Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, interest on and Additional Amounts, if any, with respect to the New Notes will be ratably secured by (i) a perfected first priority lien or security title and security interest over certain real estate assets consisting of land, crops, buildings, machinery and equipment and licenses, including water licenses, related thereto (the “Collateral”) to be held transferred to the Peruvian Trustee and Collateral Agent in order to create a bankruptcy remote trust (patrimonio fideicometido) (the “Peruvian Trust”) pursuant to a guaranty trust agreement (Fideicomiso de Garantía) governed by Peruvian laws (the “Peruvian Trust Agreement”). The Peruvian Trust Agreement and any related collateral agreements and/or instruments are collectively referred to herein as the “Collateral Documents.” (b) The Peruvian Trustee and Collateral Agent holds all its rights in the Collateral in trust for the benefit of Lenders the Trustee and the Holders, in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, each case pursuant to the terms of the MortgageCollateral Documents. Each Holder, by accepting a New Note, consents and agrees to the terms of the Collateral Documents (iiincluding the provisions providing for the possession, use, release and foreclosure of the Collateral) a perfected as the same may be in effect or may be entered into and delivered to the Peruvian Trustee and Collateral Agent and/amended from time to time in accordance with their terms and this Indenture, and authorizes and directs each of (i) the Peruvian Trustee and Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. (c) The Issuer shall, and shall cause the Guarantors to, deliver to the Peruvian Trustee and Collateral Agent copies of all documents pursuant to the Collateral Documents, and will do or will cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1, to assure and confirm to the Peruvian Trustee and Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the New Notes secured hereby, according to the intend and purposes herein expressed. (i) The Issuer shall, and shall cause the Guarantors to, use its commercially reasonably efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the New Notes and Note Guarantees, a valid and enforceable perfected Lien (subject to permitted Liens) and security interest in and all of the Collateral (subject to the terms of the Peruvian Trust Agreement), in favor of the Peruvian Trustee and Collateral Agent for the benefit of Lenders in the personal property assets of Borrower pursuant Holders. (ii) The Trustee and the Peruvian Trustee and Collateral Agent make no representations whatsoever as to the Security Agreementvalue, (iii) a perfected validity or enforceability or perfection under the Collateral Documents and have no responsibility for any filings of financing statements, continuation statements or otherwise with respect to any security interest interests purported to be held by created under the Collateral Documents. (e) The Peruvian Trustee and Collateral Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant shall deliver to the Assignment Trustee copies of Lease all notices, directions and Guaranty, in certain contracts of Borrower pursuant other documents delivered to the Assignment of Contracts, Peruvian Trustee and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to Collateral Agent under the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralDocuments.

Collateral. The Obligations shall be secured by As security for all indebtedness of Borrower to Bank pursuant to this Agreement, Borrower grants to Bank (i) security interests of first priority in all Borrower's crops, farm products, equipment, accounts receivable, general intangibles (including without limitation, trademarks and trade names), other rights to payment, inventory and fixtures and all proceeds of the foregoing; (ii) a perfected lien or security title of first priority on that certain real property on the Chalone Winery located at Stone Wall Canyon Road, Monterey, California; (iii) a lien of a first priority on Borrower's leasehold estate on the Acacia Winery located at 0000 Xxx Xxxxxx Xxxx, Xxxx, Xxxxxxxxxx and security ownership interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties improvements thereon; and certain personal (iv) a lien of first priority on the Carmenet Vineyard located at 0000 Xxxx Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx. In addition, Borrower shall grant Bank a lien of second priority on real property of Borrower related located at Los Amigos Vineyard, purchased in April, 1996 from Beckstoffer Vineyards and located adjacent to the Mortgaged Properties, pursuant Acacia Winery. All of the foregoing shall be evidenced by and subject to the terms of the Mortgagesuch documents as Bank shall reasonably require, (ii) a perfected security interest all in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant form and substance satisfactory to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the CollateralBank. Borrower shall execute such amendments further documentation as Bank may from time to time require to further evidence or perfect any security interest or lien on the Security Documents and/or additional Security Documents as Agent may require collateral hereinabove described. Borrower shall reimburse Bank, immediately upon demand, for all costs and expenses incurred by Bank in order to add such additional assets to connection with any of the Collateralforegoing security, including without limitation filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. The Obligations obligations of the Borrower and each Guarantor shall be secured by perfected security interests in substantially all of their respective personal property assets (isubject to customary and other exclusions and limitations TBD, including in respect of equity interests in foreign subsidiaries). The security interests securing the Revolving Credit Facility (and subsidiary guarantees thereof) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties Borrower’s and certain personal property of Borrower Guarantors’ contract payment rights, accounts receivable and other current or related assets, including contract rights (collectively “Revolver Priority Collateral”) shall be first priority security interests (subject only to permitted encumbrances); provided that Revolver Priority Collateral may also include other assets to the Mortgaged Propertiesextent required by the lenders under the Revolving Credit Facility to ensure that the all-in yield on loans funded under such facility does not exceed 5.75%per annum (the “ABL Structure”); provided, further, that the Revolving Credit Facility may be structured as a cash flow revolver with Revolver Priority Collateral to include all assets so long as the Borrower has used commercially reasonable efforts to consummate the Revolving Credit Facility pursuant to the terms of the Mortgage, ABL Structure. The security interests securing Term Loan A (iiand subsidiary guarantees thereof) a perfected shall be first priority security interest interests (subject only to permitted encumbrances) in favor of Agent for the benefit of Lenders in the all personal property assets of Borrower pursuant other than Revolver Priority Collateral, and second-priority security interests (subject to permitted encumbrances) in Revolver Priority Collateral. The security interests securing Term Loan B (and subsidiary guarantees thereof) shall be second priority security interests (subject only to security interests securing Term Loan A and permitted encumbrances) in all personal property assets other than Revolver Priority Collateral, and third-priority security interests (subject to permitted encumbrances) in Revolver Priority Collateral. On the Closing Date, the lenders under the New Credit Facilities (or their respective agents or other representatives) shall enter into an intercreditor agreement with the lenders under the Revolving Credit Facility and DIRECTV, LLC, in form and substance reasonably satisfactory to the Security Agreementlenders (or agents) and Colony, (iii) a perfected security interest to be held by Agent for governing the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsrelative priority of, and relative remedies in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreementrespect of, (iv) a perfected security interest to be held by Agent for the benefit of Lenders Liens in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional common collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. 12.1. The Obligations shall be secured Borrower, with full title guarantee and as a continuing security for the payment and discharge on the due date therefor by the Borrower of all Loan Balances under these Terms and Conditions, hereby grants to the Agent (ias security agent and trustee for the Lender) and the Lender, by way of security, a perfected first priority lien or security over all rights, title and interest under, or in connection with, the Till Revenues, the Designated Till and all other E-money Till(s) held by the Borrower and all claims of whatsoever nature relating to the Till Revenues, the Designated Till and such E-money Till(s). 12.2. The Borrower agrees that the Lender and/or the Agent (as security agent and trustee for the Lender) may at any time set off any liability of the Borrower to the Lender (whether such liability is present or future, liquidated or unliquidated, and whether or not it arises under these Terms and Conditions) against the Till Revenues, other funds held in the Designated Till or such other E-money Till(s) from time to time or any liability of the Lender to the Borrower, and the Borrower hereby authorises the Lender and/or the Agent (as the case may be) to do so. Any exercise of the rights under this clause 12.2 shall not limit or affect any other rights or remedies available to the Lender under these Terms and Conditions or otherwise. 12.3. The Borrower shall forthwith upon request by the Lender: 12.3.1. execute in respect of the Till Revenues, the Designated Till and such other E-money Till(s) such mortgage, charge, pledge, assignment or other security interest or Encumbrance (as the Lender directs) in favour of the Lender and/or the Agent (as security agent and trustee for the Lender) and in such form as the Lender requires; and 12.3.2. from time to be held by Agent time and at all times execute and do all such further assurances, documents (to contain such clauses for the benefit of Lenders in the Mortgaged Properties Lender as the Lender shall require), acts and certain personal property of Borrower related to things and give all such notices, orders and directions as the Mortgaged Properties, pursuant to Lender may reasonably require for facilitating the terms realisation of the MortgageLoan Balance and for exercising all the powers, (ii) a perfected security interest in favor of Agent for authorities and discretions hereby and/or by law conferred on the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens Lender or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part receiver or agent of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralLender.

Collateral. The Obligations As security for all indebtedness of Borrower to Bank subject hereto, Borrower shall grant, and shall cause Subsidiary to grant to Bank security interests of first priority (subject to Permitted Encumbrances, as defined in Section 5.8 below) in all Collateral (as defined in the Security Agreement and Third Party Security Agreement attached hereto as Exhibits B and C, each, a “Security Agreement”). Borrower shall reimburse Bank immediately upon demand for all reasonable costs and expenses incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance, including the pre-loan feasibility audit, the initial collateral audit and annual collateral audits. Unless an Event of Default exists, Borrower and Subsidiary shall not be obligated to perfect the Bank’s security interest under the Security Agreement by any means other than the filing and continuation in the states in the United States in which they are formed of a UCC-1 financing statement covering the Collateral (as the term is defined in the Security Agreements), except that: (a) with respect to chattel paper or instruments, if the amount owing to Borrower or Subsidiary thereunder exceeds $100,000.00, Borrower or Subsidiary shall surrender possession thereof to the Bank; and (b) with respect to raw materials and inventory of finished goods that are in transit to the United States, Borrower or Subsidiary shall either put Bank in possession of the documents of title to such in-transit inventory, or there shall be secured by (i) a perfected lien or security title and security interest to be held by Agent for the benefit duly filed UCC-1 financing statement of Lenders in the Mortgaged Properties and certain personal property of Borrower related record with respect to the Mortgaged PropertiesBorrower or Subsidiary, pursuant as relevant, covering the documents of title to such in-transit inventory. Upon the terms occurrence and during the continuance of an Event of Default, Borrower and Subsidiary shall immediately execute, obtain from third parties, deliver, file and record such documentation as Bank reasonably requires in order to perfect the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and Bank’s security interest in all issued and outstanding Equity Interests held by CORR Collateral. Upon Borrower’s or Subsidiary’s request made in Pinedale GP pursuant to the Pledge and Security Agreementconnection with sales or transfers of equipment, and (vifixtures or improvements permitted under Section 6(c) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets Security Agreements, Bank shall be included in the Mortgaged Properties and/or other portions release its security interest therein of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralfact and record.

Collateral. The Obligations 13.3.1 Xxxxx Mart agrees that upon receipt of written notice from Lender referring to this Section 13.3.1, Xxxxx Mart will hold the Supplier’s share of the proceeds from the Collateral for the account of the Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. Any such payments shall be secured made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). 13.3.2 Xxxxx Mart agrees that in addition to its obligations under Section 13.3.1, upon receipt of written notice from Supplier’s Lender (i“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to Xxxxx Mart that there is the occurrence and continuance of a perfected lien or security title default under the financing arrangements between Supplier and security interest Supplier’s Lender and stating the intent of Supplier’s Lender to be held by Agent exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and Xxxxx Mart shall hold the Collateral for the benefit account of Lenders Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in Xxxxx Mart’s possession, subject to Section 7.6 hereof (other than the time period provided therein), for a period of up to sixty (60) days after the commencement of such liquidation which shall commence no later than thirty (30) days after Xxxxx Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, Xxxxx Mart shall comply with its obligations under this Agreement to the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the Xxxxx Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as Xxxxx Mart shall require which limitations are intended to avoid disruption of Xxxxx Mart’s normal operations or any possible confusion in the Mortgaged Properties and certain personal property mind of Borrower related the public as to whether any of Xxxxx Mart’s assets are being removed. In connection with any liquidation of the Merchandise from Xxxxx Mart’s premises, all advertising with respect to such sale shall be subject to the Mortgaged Propertiesprior approval of Xxxxx Mart (which approval shall be given or withheld in Xxxxx Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). Xxxxx Mart shall not be deemed to have failed to have acted in good faith by refusing to approve any advertising which refers to any “going out of business sale”, pursuant to “liquidation” or similar terms or which could create any possible confusion in the terms mind of the Mortgagepublic as to whether any of Xxxxx Mart’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, (ii) a perfected security interest in favor of Agent Supplier’s Lender shall not be liable for the benefit of Lenders any diminution in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part value of the LGS Assets shall be included in Xxxxx Mart’s Premises or Xxxxx Mart’s business which is caused by the Mortgaged Properties and/or other portions removal or absence of the Collateral. Borrower shall execute such amendments Supplier’s Lender does hereby agree to indemnify and hold harmless Xxxxx Mart from all damages and costs of defense (including reasonable attorneys’ fees) arising from the claims of any and all third parties, including, without limitation, Supplier, against Xxxxx Mart for complying with any directions of Supplier’s Lender, except to the Security Documents and/or additional Security Documents extent Xxxxx Mart is finally determined by a court of competent jurisdiction to have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith. 13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Supplier’s Lender’s assumption of any obligations of the Supplier under this Agreement. However, to the extent and during the period of Supplier’s Lender’s exercise of control over the Collateral while in Xxxxx Mart’s stores, Supplier’s Lender agrees to provide by the terms hereof as Agent may require in order to add such additional assets they relate to the Collateral. 13.3.4 Xxxxx Mart will provide to the Lender, as and when forwarded or furnished to the Supplier, a copy of any formal notice of any breach by Supplier (with the same degree of particularity as Xxxxx Mart provides Supplier) of this Agreement given by Xxxxx Mart to the Supplier and any notice of termination of this Agreement. 13.3.5 Xxxxx Mart acknowledges and agrees that the Lender has no obligation to make any loan or advance to the Supplier for the purpose of assisting the Supplier in the performance of its obligations under this Agreement, including, without limitation, for paying any amounts due from the Supplier to Xxxxx Mart. Xxxxx Mart is not a beneficiary of the financing agreements and shall have no right to enforce the terms thereof or assert any claims hereunder.

Collateral. (a) The Obligations Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any Liens (other than Permitted Liens), and are fully authorized to grant the Security Interest. There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (b) The Debtors shall be secured by keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (c) Each Debtor shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule II and may not relocate such Collateral unless it delivers to the Secured Parties at least thirty (30) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral. The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or security title otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and security interest sales of inventory by such Debtor in its ordinary course of business) without the prior written consent of a Majority in Interest. The Debtors shall not operate or locate any such Collateral (or cause to be held by Agent for operated or located) in any area excluded from insurance coverage. (d) Except as set forth on Schedule 3.5(v) of the benefit Note Purchase Agreement, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of Lenders any of the foregoing (other than those that will be filed in favor of the Mortgaged Properties Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtors shall not execute and certain personal property of Borrower related shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the Mortgaged Properties, extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule I represent all of the Mortgagecapital stock and other equity interests of the Company Subsidiaries (as defined in the Note Purchase Agreement), (ii) a perfected and represent all capital stock and other equity interests owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest in favor of Agent or other encumbrance except for the benefit of Lenders security interests created by this Agreement. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the personal property assets Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of Borrower pursuant the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the Security Agreementcovenants and agreements set forth herein and the other Transaction Documents. (f) Each Debtor shall, within ten (iii10) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a perfected material adverse effect on the value of the Collateral or on the Secured Parties’ security interest therein. Each Debtor shall permit the Secured Parties and their representatives and agents to be held by Agent for inspect the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of ContractsCollateral at any time, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to make copies of records pertaining to the Collateral Assignment of Purchase Agreement, (iv) as may be requested by a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments Secured Party from time to time held thereintime. (g) All information heretofore, (v) a perfected pledge herein or hereafter supplied to the Secured Parties by or on behalf of the Debtors with respect to the Collateral is accurate and security interest complete in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, material respects as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateraldate furnished.

Collateral. The Obligations All obligations of the Borrower and the Guarantors under the New First Lien Term Loan Facility, including, without limitation, all principal and accrued interest, premiums, Exit Payments, costs, fees, expenses and any other amounts due under the New First Lien Term Loan Facility (collectively, the “First Lien Obligations”), shall be secured by (i) a continuing, valid, binding, enforceable and perfected lien or security title liens on, and security interest interests in (collectively, the “Liens”), substantially all of the property and assets of the Borrower and the Guarantors, whether now owned or hereafter acquired, which liens shall be (a) first priority liens with respect to all “Term Loan Priority Collateral” (as defined in Initial Intercreditor (as defined in the Existing Term Loan Agreement)) and (b) second priority liens with respect to all “ABL Facility Priority Collateral” (as defined in Initial Intercreditor (as defined in the Existing Term Loan Agreement)), in each case, subject to customary exclusions applicable to facilities of this type (the “Collateral”). Notwithstanding the forgoing, the Collateral shall include pledges of 100% of the capital stock of all Loan Parties (other than Holdings) and all first-tier non-Loan Parties, but no action (with respect to the creation or perfection of any such pledge) shall be required to be held by Agent for taken outside of the benefit US and no non-US security documents shall be required. The priorities of Lenders the Liens on the Collateral securing the First Lien Obligations and the New ABL Facility, and the relative rights of secured parties under each of the New First Lien Term Loan Facility and the New ABL Facility, shall be subject to an intercreditor agreement in the Mortgaged Properties form and certain personal property of Borrower related substance reasonably satisfactory to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralRequired Lenders.

Collateral. The Obligations As security for all indebtedness of Borrower to Bank subject hereto, except Term Loan C, Borrower hereby grants to Bank security interests of first priority in all Borrower's accounts receivable and other rights to payment, general intangibles, inventory, fixtures, and equipment. As security for all indebtedness of Borrower to Bank subject hereto, except Term Loan C, Borrower hereby grants to Bank a lien of not less than first priority on that certain real property located at 1555 NE Burnside Street, Gresham, Xxxxxx. Xx security for all indebtedness of Borrower to Bank under Term Loan C, Borrower hereby grants to Bank and confirms its grant to Bank of a lien of not less than first priority on that certain real property located at 1385 S. Capitol Boulevard, Boise, Xxxxx. Xx xxxxxxxx xxx xxx xxxxbtedness of Borrower to Bank subject hereto, except Term Loan C, Borrower hereby grants to Bank a lien of not less than first priority on that certain real property located at 3411 184th Street SW, Lynnwood, Xxxxxxxxxx xxx 0000 X. Xxxxxx Xxxxxx, Xxxxma, Wxxxxxxxxx. All of the foregoing shall be secured evidenced by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant subject to the terms of the Mortgagesuch security agreements, (ii) a perfected security interest financing statements, deeds of trust and other documents as Bank shall reasonably require, all in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant form and substance satisfactory to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the CollateralBank. Borrower shall execute such amendments to reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralforegoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. The Obligations 13.3.1 Sxxxx Mart agrees that upon receipt of written notice from Lender referring to this Section 13.3.1, Sxxxx Mart will hold the Supplier’s share of the proceeds from the Collateral for the account of the Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. Any such payments shall be secured made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). 13.3.2 Sxxxx Mart agrees that in addition to its obligations under Section 13.3.1, upon receipt of written notice from Supplier’s Lender (i“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to Sxxxx Mart that there is the occurrence and continuance of a perfected lien or security title default under the financing arrangements between Supplier and security interest Supplier’s Lender and stating the intent of Supplier’s Lender to be held by Agent exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and Sxxxx Mart shall hold the Collateral for the benefit account of Lenders Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in Sxxxx Mart’s possession, subject to Section 7.6 hereof (other than the time period provided therein), for a period of up to sixty (60) days after the commencement of such liquidation which shall commence no later than thirty (30) days after Sxxxx Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, Sxxxx Mart shall comply with its obligations under this Agreement to the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the Sxxxx Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as Sxxxx Mart shall require which limitations are intended to avoid disruption of Sxxxx Mart’s normal operations or any possible confusion in the Mortgaged Properties and certain personal property mind of Borrower related the public as to whether any of Sxxxx Mart’s assets are being removed. In connection with any liquidation of the Merchandise from Sxxxx Mart’s premises, all advertising with respect to such sale shall be subject to the Mortgaged Propertiesprior approval of Sxxxx Mart (which approval shall be given or withheld in Sxxxx Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). Sxxxx Mart shall not be deemed to have failed to have acted in good faith by refusing to approve any advertising which refers to any “going out of business sale”, pursuant to “liquidation” or similar terms or which could create any possible confusion in the terms mind of the Mortgagepublic as to whether any of Sxxxx Mart’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, (ii) a perfected security interest in favor of Agent Supplier’s Lender shall not be liable for the benefit of Lenders any diminution in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part value of the LGS Assets shall be included in Sxxxx Mart’s Premises or Sxxxx Mart’s business which is caused by the Mortgaged Properties and/or other portions removal or absence of the Collateral. Borrower shall execute such amendments Supplier’s Lender does hereby agree to indemnify and hold harmless Sxxxx Mart from all damages and costs of defense (including reasonable attorneys’ fees) arising from the claims of any and all third parties, including, without limitation, Supplier, against Sxxxx Mart for complying with any directions of Supplier’s Lender, except to the Security Documents and/or additional Security Documents extent Sxxxx Mart is finally determined by a court of competent jurisdiction to have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith. 13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Supplier’s Lender’s assumption of any obligations of the Supplier under this Agreement. However, to the extent and during the period of Supplier’s Lender’s exercise of control over the Collateral while in Sxxxx Mart’s stores, Supplier’s Lender agrees to provide by the terms hereof as Agent may require in order to add such additional assets they relate to the Collateral. 13.3.4 Sxxxx Mart will provide to the Lender, as and when forwarded or furnished to the Supplier, a copy of any formal notice of any breach by Supplier (with the same degree of particularity as Sxxxx Mart provides Supplier) of this Agreement given by Sxxxx Mart to the Supplier and any notice of termination of this Agreement. 13.3.5 Sxxxx Mart acknowledges and agrees that the Lender has no obligation to make any loan or advance to the Supplier for the purpose of assisting the Supplier in the performance of its obligations under this Agreement, including, without limitation, for paying any amounts due from the Supplier to Sxxxx Mart. Sxxxx Mart is not a beneficiary of the financing agreements and shall have no right to enforce the terms thereof or assert any claims hereunder.

Collateral. The Obligations shall be secured Cause (x) all present and future Equity Interests now or hereafter owned by the Parent, the Borrower and each present and future Material Subsidiary and (iy) a perfected lien all other material tangible and intangible property, other than Excluded Property, now or security title hereafter owned by the Parent, the Borrower and security interest each present and future respective Material Subsidiary, to be held by subject at all times to perfected First Priority Liens in favor of the Administrative Agent for to secure the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, Secured Obligations pursuant to the terms and conditions of Collateral Documents, provided, however, that the Mortgageforegoing requirements in this paragraph shall not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and provided further that (i) No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in Section 6.11(c) with respect to Material Real Property as therein described, provided that transmitting utility Uniform Commercial Code financing statements may be filed in state central filing offices; (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant Control agreements will not be required with respect to the Security Agreementdeposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of a perfected security interest Joint Venture will not be required for so long as and to the extent that the Joint Venture Organization Documents prohibit such pledge, and a lien on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be required if and for so long as (i) such Unrestricted Subsidiary is not Wholly Owned and the Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (ii) such Equity Interests are required to be held by Agent for the benefit pledged to secure debt of Lenders in the Ultra Lease such Unrestricted Subsidiary (or its parent company that is an Unrestricted Subsidiary) and the Ultra Lease Guaranty pursuant terms of such other pledge prohibit a lien to secure the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, Secured Obligations; (iv) with respect to owned vehicles, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting Liens on, a perfected security interest to certificate so title, Liens on such assets need not be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, perfected; (v) Liens on assets will not be required, and/or perfection of Liens will not be required, in circumstances where the Administrative Agent and the Borrower agree that the cost of obtaining (or perfecting, as applicable) a perfected pledge of and security interest Lien on such assets is materially disproportionate in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant relation to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralSecured Parties afforded thereby.

Collateral. The Obligations Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Borrower shall be secured by cause such Guarantor within fifteen Business Days after becoming a Guarantor (ior such later date as the Administrative Agent may agree) a perfected lien or security title and security interest to be held by grant to the Collateral Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related Secured Parties a first (subject to the Mortgaged Properties, pursuant to the terms of the Mortgage, (iiPermitted Liens) a perfected priority security interest in favor all assets (including real property and the Capital Stock of Agent for the benefit its Subsidiaries) of Lenders in the personal property assets of Borrower such Guarantor pursuant to the Security Agreement, documentation (iiiincluding related certificates and opinions) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant reasonably acceptable to the Assignment Administrative Agent. The Borrower will, and will cause the Borrower and each of Lease and Guarantythe Guarantors to, in certain contracts at the expense of Borrower pursuant the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinsuch schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (va) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a perfected pledge of and security interest in all issued any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include Cash and outstanding Equity Interests held by CORR in Pinedale GP pursuant Cash Equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the Pledge extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and Security Agreementother assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (vig) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as no foreign law security for the Obligations. All such liens or security titles pledge agreements shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralrequired.

Collateral. The Obligations Subject to limitations set forth in the last sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 3, the Borrower shall, and shall be secured by cause each Guarantor to, grant a first (isubject to Liens permitted hereby) a perfected lien or security title and priority security interest to be held by the Collateral Agent for the benefit of Lenders the Secured Parties in all assets (including real property and the Mortgaged Properties Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and certain personal property of Borrower related resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Mortgaged PropertiesAdministrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 3, pursuant the Borrower shall cause such Guarantor within ten Business Days to grant to the terms of the Mortgage, (ii) a perfected security interest in favor of Collateral Agent for the benefit of Lenders the Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the personal property assets violation of Borrower pursuant any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Security AgreementUniform Commercial Code), (iii) a perfected security interest to real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be held by Agent for excluded from the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase AgreementCollateral, (iv) a perfected the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security interest to be held by Agent for accounts containing any of the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinforegoing, (v) a perfected to the extent that the pledge of and security interest 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant adverse tax consequences to the Pledge and Security AgreementBorrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such additional collateral, if any, as the Borrower may agree to grant to Agent for security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of Lenders from time to time may accept as a security for interest would not be advisable. (h) Section 7.3 (Specific Defaults) of the Obligations. All such liens or security titles Credit Agreement shall be prior and superior in right amended by replacing the reference to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added “6.21” with a reference to and become part “6.22”. (i) Article VII (Defaults) of the LGS Assets Credit Agreement shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents amended by adding a new Section 7.14 as Agent may require in order to add such additional assets to the Collateral.follows:

Collateral. The Obligations shall be secured by (ia) a perfected lien During any Collateral Period, on or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related prior to the Mortgaged Propertiestimes specified below (or such later date as the Administrative Agent shall reasonably determine), pursuant the Borrower will cause, subject to clause (f) below, all of the issued and outstanding Equity Interests of each Guarantor (other than the Parent REIT) (collectively, the “Collateral”), to be, subject to the terms of the MortgageIntercreditor Agreement, subject to a perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents: (i) within thirty (30) days of the Collateral Trigger Date; and (ii) contemporaneously with the occurrence of any date any Subsidiary shall be required to become a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower Guarantor pursuant to Section 6.12 hereof. (b) During a Collateral Period, and without limiting the Security Agreementforegoing, (iii) a perfected security interest the Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be held by Agent for the benefit of Lenders in the Ultra Lease executed and the Ultra Lease Guaranty pursuant delivered, to the Assignment of Lease Administrative Agent such documents, agreements and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsinstruments, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest will take or cause to be held taken such further actions (including the filing and recording of financing statements), which may be required by applicable Law and which the Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all moniesmay, instruments and investments from time to time held thereinduring a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the reasonable expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with an endorsement in blank. Without limiting the foregoing, the Borrower shall cause each Loan Party that owns any Collateral to execute and deliver to the Administrative Agent a Grantor Joinder Agreement (as defined in the Intercreditor Agreement). (c) During a Collateral Period, without limiting the release provisions set forth in clause (d) below, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release, the Equity Interests in any Pledged Subsidiary from the Pledge Agreement with respect to any Unencumbered Borrowing Base Property that is being removed pursuant to Section 1.06(d) if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal, so long as no Default or Event of Default exists or would result therefrom. The Administrative Agent agrees to furnish to the Borrower, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, after the Borrower’s request and at the Borrower’s reasonable expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower. (d) The Borrower may deliver to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Collateral Release is to be effected, written notice that it is requesting the Collateral Release, which notice shall identify the Collateral to be released and the proposed effective date for the Collateral Release, together with a certificate signed by a Responsible Officer of the Borrower (such certificate, a “Collateral Release Certificate”), certifying that: (i) the Consolidated Leverage Ratio is either (A) less than or equal to 6.75 to 1.00 as of the last day of any two (2) consecutive fiscal quarters, or (B) less than or equal to 6.25 to 1.00 as of the last day of any fiscal quarter, in each case as reflected on the most recently delivered Compliance Certificate delivered pursuant to Section 6.02(a); and (ii) at the time of the delivery of notice requesting such release, on the proposed effective date of the Collateral Release and immediately before and immediately after giving effect to the Collateral Release, (vA) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the effective date of the Collateral Release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 6.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) On or after any Collateral Release Date, the Administrative Agent shall, subject to the satisfaction of the requirements of clause (d) above, promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, release all of the Liens granted to the Administrative Agent pursuant to the requirements of this Section 6.17, and the Collateral Documents (the “Collateral Release”). Upon the release of any Collateral pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) promptly, and in any event use commercially reasonable efforts to within five (5) Business Days, deliver to the Borrower, upon the Borrower’s request and at the Borrower’s reasonable expense, such documentation as may be reasonably satisfactory to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Collateral from the Loan Documents. (f) Notwithstanding the foregoing, (i) if a perfected Collateral Trigger Date occurs in connection with a First Limited Collateral Trigger Event only, the Collateral required to be delivered hereunder shall be limited to a pledge of and security interest in all the issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to of the Pledge and Security AgreementGuarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals fifty percent (50%) of the amount of the aggregate amount of Unsecured Indebtednessthe Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as of the date of the First Limited Collateral Trigger Event and (viii) such additional collateralif a Collateral Trigger Date occurs in connection with a Second Limited Collateral Trigger Event only, if any, as the Borrower may agree Collateral required to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles be delivered hereunder shall be prior and superior in right limited to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part a pledge of the LGS Assets shall be included in the Mortgaged Properties and/or other portions issued and outstanding Equity Interests of the Collateral. Borrower shall execute such amendments to Guarantors owning Unencumbered Borrowing Base Properties that have an aggregate Unencumbered Asset Value (calculated as of December 31, 2019) that equals the Security Documents and/or additional Security Documents amount of the aggregate amount of the Pari Passu Obligations (including the amount of any unfunded commitments thereunder) as Agent may require in order to add such additional assets to of the Collateraldate of the Second Limited Collateral Trigger Event.

Collateral. The Obligations shall be secured by (ia) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant grant to the Collateral Assignment of Purchase AgreementAgent, (iv) a perfected security interest to be held by Agent for the ratable benefit of Lenders in the Pledged Deposit Accounts and all moniesBanks, instruments and investments from time to time held therein, (v) a duly perfected pledge of first priority Lien on and security interest in all issued of the Assets of the Borrower (including without limitation the Units and outstanding Equity Interests held the Collection Account) by CORR in Pinedale GP pursuant the execution and delivery to the Agent, concurrently herewith, of the Pledge and Security Agreement--Borrower; (i) execute and deliver to the Collateral Agent, for the ratable benefit of the Banks, all UCC financing statements with respect to any Collateral under the Pledge and Security Agreement--Borrower required to grant to the Collateral Agent a duly perfected first priority Lien on the Collateral described therein, subject to no other Liens other than Liens permitted hereunder or under the Pledge and Security Agreement--Borrower, and (viii) take all other action and deliver all agreements, instruments and documents necessary or required under such additional collateralPledge and Security Agreement--Borrower to effect the purposes thereof; (c) cause each Class A Limited Partner and the General Partner to (i) execute and deliver to the Collateral Agent, if anyfor the ratable benefit of the Banks, a Pledge and Security Agreement--LP or a Pledge and Security Agreement-- GP, as the Borrower case may agree be, and all UCC financing statements with respect to any Collateral under such Pledge and Security Agreements required to grant the Collateral Agent a duly perfected first priority Lien on the Collateral described therein, subject to no other Liens other than Liens permitted hereunder or under such Pledge and Security Agreement and (ii) take all other action and deliver all agreements, instruments and documents necessary or required thereunder or required by the Collateral Agent to effect the purposes thereof; (d) cause each Partner Stockholder to (i) execute and deliver to the Collateral Agent, for the ratable benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior Banks, a Pledge and superior in right Security Agreement--Partner Stockholder and all UCC financing statements with respect to any Collateral under such Pledge and Security Agreements required to grant the Collateral Agent a duly perfected first priority Lien on the Collateral described therein subject to no other Person except Permitted Liens having priority other than Liens permitted hereunder or under such Pledge and Security Agreement and (ii) take all action and deliver all agreements, instruments and documents necessary or required thereunder or required by operation of law. Borrower agrees that all hereafter acquired assets that are added the Collateral Agent to and become part of effect the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralpurposes thereof.

Collateral. The Obligations shall be secured by (a) If: (i) the Maturity Date occurs; (ii) an Event of Default occurs; or (iii) where in connection with a perfected lien Request for an Offer of Extension the Maturity Date is being extended but there are Non-Agreeing Lenders who are not being replaced and the Maximum Credit Amount is being reduced, the applicable Borrower shall at such time either deposit cash in a collateral account opened by the Agent or security title provide the Agent with a letter of credit on terms and security interest conditions and from a financial institution acceptable to the Agent, in each case, acting reasonably, in either case in an amount equal to the aggregate of the face amount of all Bankers' Acceptance issued by such Borrower which are then outstanding and the then undrawn and unexpired amount of all outstanding Letters of Credit requested by such Borrower except in the case of (iii) above where the amount shall be held equal to the aggregate of the Bankers' Acceptance issued by Agent such Borrower and accepted by such Non-Agreeing Lender which are outstanding and the Non-Agreeing Lender's Percentage Share of the then undrawn and unexpired amount of all outstanding Letters of Credit (collectively, such cash and Letters of Credit being the "BA/LC Collateral"). The Borrower hereby grants to the Agent, for the benefit of the applicable Lenders in and the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged PropertiesFronting Lender, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor such BA/LC Collateral to secure all Obligations in respect of any such Bankers' Acceptances and Letters of Credit. The BA/LC Collateral shall be applied by the Agent to the payment of such Bankers' Acceptances when presented for payment at maturity and of drafts drawn under such Letters of Credit. After all such Bankers' Acceptances have matured and been presented for payment and all such Letters of Credit shall have expired, been replaced or been fully drawn and all Obligations with respect thereto shall have been satisfied, all other balances, if any, in such cash collateral account and any letters of credit shall be returned to the applicable Borrower. The Borrowers shall execute and deliver to the Agent from time to time such further documents and instruments as the Agent may reasonably request with respect to such security interest in such BA/LC Collateral. Each Borrower further agrees that the Agent shall have all of the rights and remedies of a secured party under the Personal Property Security Act (Alberta) with respect to such security interest and that an Event of Default under this Agreement shall constitute a default for purposes of such security interest. When either Borrower is required to provide BA/LC Collateral for any reason and fails to do so on the day when required, the Agent may without notice to Borrowers or any other Restricted Person provide such BA/LC Collateral (whether by transfers from other accounts maintained with the Agent, or otherwise) using any available funds of the applicable Borrower. (b) The BA/LC Collateral shall, until application as herein provided, bear interest at the rate declared by the Agent from time to time as that payable in respect of deposits for similar amounts and for similar periods of time relative to the maturity date of the Bankers' Acceptances and expiry date of the Letters of Credit and, prior to an Event of Default, such interest shall accrue for the benefit of Lenders in the personal property assets of Borrower pursuant and be paid to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of applicable Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateraltime.

Collateral. The Obligations shall be secured by (i) Pursuant to the Security Documents and as collateral security for the payment and performance of its Obligations, each Applicant shall grant and convey to Bank a perfected lien or security title and security interest in the Collateral charged and pledged by it, prior and superior to all other liens, except for liens in favor of the Custodian securing payment of amounts advanced to settle authorized transactions or pay income or distributions in respect of Collateral. Each Applicant shall cause the Collateral charged and pledged by it to be made subject to the Security Documents (in form and substance reasonably acceptable to Bank) necessary for the perfection of the security interest in the Collateral and for the exercise by Bank of its rights and remedies with respect thereto. Each Applicant shall promptly after the date hereof file a charge against the Collateral with the Bermuda Registrar of Companies and deliver evidence of such filing to Bank no later than thirty (30) days after the date hereof. (ii) Each Applicant shall at all times cause the Collateral Value of the Collateral pledged by it to equal or exceed the Outstanding Credits of such Applicant at such time. If on any date the Outstanding Credits of such Applicant shall exceed the Collateral Value of the Collateral pledged by such Applicant, such Applicant agrees to pay or deliver within three (3) Business Days to the Custodian Collateral having an aggregate Collateral Value of not less than the amount of such excess, with any such Collateral to be held in such Applicant’s Custodial Account as security for all Obligations of such Applicant hereunder. (iii) Guarantor shall deliver to Bank a certificate in a form reasonably satisfactory to Bank, setting forth with respect to each Applicant the Outstanding Credits of such Applicant, the fair market value of each Applicant’s Collateral by Agent for the benefit of Lenders category and in the Mortgaged Properties aggregate, the calculation of each Applicant’s Collateral Value and certain personal property such other information as Bank may reasonably request (A) within ten (10) Business Days after the end of Borrower related each fiscal quarter, (B) at and as of such other times as Bank may reasonably request and (C) at such other times as Guarantor may desire. (iv) Each Applicant shall cause the Custodian to the Mortgaged Propertiesprovide to Bank, pursuant to in a manner and at times consistent with the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security relevant Control Agreement, (iii) information with respect to each of its Custodial Accounts, in a perfected security interest format to be held agreed by Agent for Bank (acting reasonably), which information shall provide, without limitation, a detailed list of the benefit assets in each such Custodial Account (including the amount of Lenders in cash and a detailed description of the Ultra Lease Collateral (including a breakdown listing the name of each issuer, and the Ultra Lease Guaranty pursuant to fair market value of the Assignment assets held of Lease and Guarantysuch issuer)), in certain contracts the fair market value of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement those assets and the Purchase Agreement Guaranty pursuant to the Collateral Assignment pricing source of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralvaluation.

Collateral. The Obligations Subject to limitations set forth in the last sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 2, the Borrower shall, and shall be secured by cause each Guarantor to, grant a first (isubject to Liens permitted hereby) a perfected lien or security title and priority security interest to be held by the Collateral Agent for the benefit of Lenders the Secured Parties in all assets (including real property and the Mortgaged Properties Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and certain personal property of Borrower related resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Mortgaged PropertiesAdministrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 2, pursuant the Borrower shall cause such Guarantor within ten Business Days to grant to the terms of the Mortgage, (ii) a perfected security interest in favor of Collateral Agent for the benefit of Lenders the Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the personal property assets violation of Borrower pursuant any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Security AgreementUniform Commercial Code), (iii) a perfected security interest to real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be held by Agent for excluded from the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase AgreementCollateral, (iv) a perfected the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security interest to be held by Agent for accounts containing any of the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinforegoing, (v) a perfected to the extent that the pledge of and security interest 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant adverse tax consequences to the Pledge and Security AgreementBorrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such additional collateral, if any, as the Borrower may agree to grant to Agent for security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of Lenders from time to time may accept as a security for interest would not be advisable. (h) Section 7.3 (Specific Defaults) of the Obligations. All such liens or security titles Credit Agreement shall be prior and superior in right amended by replacing the reference to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added “6.21” with a reference to and become part “6.22”. (i) Article VII (Defaults) of the LGS Assets Credit Agreement shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents amended by adding a new Section 7.14 as Agent may require in order to add such additional assets to the Collateral.follows:

Collateral. The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of Borrower and each Subsidiary in all of their accounts, chattel paper, instruments, documents, general intangibles, letter of credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and certain other Property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on local pxxxx cash accounts maintained by Borrower and the Subsidiaries in proximity to their operations need not be perfected lien or security title and security interest to be held by Agent for provided that the benefit of Lenders total amount on deposit at any one time not so perfected shall not exceed $50,000 in the Mortgaged Properties aggregate and certain personal property Liens on payroll accounts maintained by Borrower and the Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgagetheir payroll obligations, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on vehicles which are subject to a certificate of title law need not be perfected security interest in favor provided that the total value of Agent for the benefit of Lenders such property at any one time not so perfected shall not exceed $50,000 in the personal property assets of Borrower pursuant to the Security Agreement, aggregate; and (iii) unless otherwise required by Bank during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary shall be limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary, which, if granted, would cause a material adverse effect (as reasonably determined by Borrower) on the Borrower’s federal income tax liability. Borrower acknowledges and agrees that the Liens on the Collateral shall be valid and perfected security interest first priority Liens subject, however, to be held by Agent for the benefit proviso appearing at the end of Lenders the preceding sentence, in the Ultra Lease and the Ultra Lease Guaranty each case pursuant to the Assignment of Lease one or more Collateral Documents from such Persons, each in form and Guaranty, in certain contracts of Borrower pursuant substance satisfactory to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralBank.

Collateral. The Obligations shall be secured by (i) a perfected lien Except as set forth on Schedule 2.17(g)(i): (A) no part of any Collateral securing an Owned Mortgage Loan has been condemned; (B) there is no Proceeding pending or, to the knowledge of the Company, threatened against or security title affecting any Borrower or any of the Collateral securing an Owned Mortgage Loan that, if determined adversely to such Borrower or Collateral, would reasonably be expected to adversely affect the value of such Collateral; and security interest (C) there is no casualty affecting any portion of the Collateral securing an Owned Mortgage Loan. (ii) To the knowledge of the Company, all of the real property and improvements included in the Collateral securing each Owned Mortgage Loan comply in all material respects with all applicable zoning, land use, environmental and other Applicable Law, as well as any regulatory agreement or restrictive covenant affecting such Collateral. There is no pending action or proceeding directly involving any mortgaged Collateral securing an Owned Mortgage Loan of which the Company or any Company Subsidiary is aware in which compliance with any environmental law, rule or regulation is an issue; and to the knowledge of the Company, nothing further remains to be held done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property. (iii) If an Owned Mortgage Loan is secured by Agent for a long-term residential lease, (A) the benefit of Lenders lessor under the lease holds a fee simple interest in the Mortgaged Properties land; (B) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and certain personal property the acquisition by the holder of Borrower related the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (C) the terms of such lease do not (1) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (2) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (3) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Properties, pursuant to Property or (4) permit any increase in rent other than pre-established increases set forth in the terms lease; (D) the original term of such lease is not less than 15 years; (E) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage, Mortgage Note; and (iiF) the Mortgaged Property is located in a perfected security interest jurisdiction in favor which the use of Agent for the benefit of Lenders leasehold estates in the personal property assets of Borrower pursuant to the Security Agreement, (iii) transferring ownership in residential properties is a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, widely accepted practice. (iv) a perfected security interest The Company and the Company Subsidiaries have properly filed or caused to be held by Agent for the benefit of Lenders properly filed all Uniform Commercial Code financing statements, including all extension statements, in the Pledged Deposit Accounts appropriate offices required to perfect and maintain a valid Lien in all monies, instruments Collateral for which a filing of a Uniform Commercial Code financing statement may be used to perfect and investments from time to time held therein, maintain a valid Lien in such Collateral. (v) a perfected pledge The Collateral securing each of the Owned Mortgage Loans is, and security interest in has been at all issued times during which such Collateral secured an Owned Mortgage Loan, covered by policies of hazard and outstanding Equity Interests held by CORR in Pinedale GP pursuant flood insurance, to the Pledge extent required by Applicable Law, all in a form usual and Security Agreementcustomary in the industry and all of which are in full force and effect, and all amounts due and payable under each policy have been, or will be, paid prior to the Closing Date. All fire and casualty policies covering the real property and improvements encumbered by each Mortgage related to an Owned Mortgage Loan (1) name the mortgagee and its successors and assigns as the insured under a standard mortgage clause, (2) to knowledge of the Company, are in full force and effect, and (3) afford insurance against fire and such other risks as are usually insured against in the special risk or all risk form of extended coverage insurance generally available. Each Mortgage or other related Loan Document for each Owned Mortgage Loan provides that insurance proceeds and condemnation proceeds will be applied to either restore or repair the related mortgaged Collateral or repay the principal of the related Owned Mortgage Loan, with, in some cases, the related Borrower being entitled to receive proceeds in excess of the amount utilized to restore or repair the related mortgaged Collateral. (vi) such additional collateral, if any, as To the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part knowledge of the LGS Assets shall Company, there are no uninsured casualty losses to the premises securing the Owned Mortgage Loans or any casualty losses to such premises where coinsurance has been or will be claimed by the insurance company or where the loss, exclusive of contents, is greater than the net recovery from the casualty insurance carrier. To the knowledge of the Company, all damage with respect to which casualty insurance proceeds have been received by or through the Company or any Company Subsidiary has been repaired or is in the process of being repaired with such proceeds. (vii) To the knowledge of the Company, there are no structural defects affecting any of the improvements included in the Mortgaged Properties and/or Collateral securing the Owned Mortgage Loans, other than defects for which adequate reserves have been established by the Borrower with the Company or any Company Subsidiary and which are identified on Schedule 2.17(g)(vii). (viii) In the event that an Owned Mortgage Loan is secured by a deed of trust, all Applicable Law with respect to the trustee’s service under such deed of trust have been complied with or, if not complied with, can be cured solely by substituting trustees thereunder and by filing a substitution of trustee document in the appropriate filing or recording office. (ix) To the knowledge of the Company, the mortgaged Collateral securing each Owned Mortgage Loan is lawfully occupied under Applicable Law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Collateral. Borrower shall execute such amendments mortgaged Collateral and, with respect to the Security Documents and/or additional Security Documents as Agent may require use and occupancy of the same, including certificates of occupancy, have been made or obtained from the appropriate authorities. (x) The source of the down payment with respect to each Owned Mortgage Loan has been verified in order to add such additional assets accordance with the guidelines of the Company or a Company Subsidiary, a true and complete copy of which have been made available to the Buyer, unless such Owned Mortgage Loan is in an acceptable program that does not require verification of assets. (xi) Each Mortgage or other Loan Document related to each Owned Mortgage Loan contains an enforceable provision for the acceleration of the unpaid balance of the related Owned Mortgage Loan, if, without prior consent of lender or satisfaction of certain conditions, the related mortgaged Collateral or interest therein is directly or indirectly transferred or sold or encumbered (including in connection with subordinate financing) without the prior written consent of the mortgagee thereunder. (xii) The mortgaged Collateral securing an Owned Mortgage Loan is located in the state identified in Schedule 2.17(a) and consists of a contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a townhouse; provided, however, that any condominium project or planned unit development shall conform with the Applicable Law regarding such dwellings. No mortgaged Collateral securing an Owned Mortgage Loan consists of manufactured homes, log homes, mobile homes, geodesic domes or other unique property types. None of the mortgaged Collateral securing an Owned Mortgage Loan is comprised in whole or part of cooperative units. As of the respective appraisal date for each item of mortgaged Collateral, no portion of such mortgaged Collateral was being used for commercial or mixed-use purposes and, to the Company’s or Company Subsidiaries knowledge, since the date of such Appraisal, no portion of such mortgaged Collateral has been used for commercial purposes. No Owned Mortgage Loan finances builder inventory. If the mortgaged Collateral securing an Owned Mortgage Loan is a condominium unit or a planned unit development (other than a de minimus planned unit development) such condominium or planned unit development project complies with Applicable Law.

Collateral. The Obligations shall Except with regard to Liens on Equipment constituting ---------- Fixtures, any reserved rights of the United States government as required under law, Liens upon Trademarks and Trademark Licenses and Patents and Patent Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Uniform Commercial Code in accordance with the Security Documents, would, or in the case of Trademark Licenses and Patent Licenses may, be secured by (i) a perfected lien upon filing and acceptance thereof in the United States Patent and Trademark Office, Liens on uncertificated securities, Liens on Collateral the perfection of which requires filings in or security title other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or 118 the District of Columbia, and security interest to be held by Agent Liens on Contracts or Accounts on which the United States of America or any department, agency, or instrumentality thereof is the obligor, and except for the benefit claims of Lenders creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by the Borrower on the Closing Date in the Mortgaged Properties jurisdictions listed on Schedule 6.1(j) (which financing statements are in proper form for filing in such jurisdictions) (and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms recording of the MortgageBorrower Patent Security Agreement and the Borrower Trademark Security Agreement as set forth therein, (iiand the making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the Closing Date) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a perfected security interest in favor of Agent for which is perfected by possession, the benefit of Lenders Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and, to the extent provided therein, perfected security interests in the personal property assets of Borrower pursuant collateral referred to in such Security Document (but as to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease Copyrights and the Ultra Lease Guaranty pursuant Copyright Licenses and accounts arising therefrom, only to the Assignment extent the Uniform Commercial Code of Lease and Guarantythe relevant jurisdiction, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinin effect, (vis applicable) a perfected pledge in favor of and security interest in the Collateral Agent for the ratable benefit of the Lenders, which Liens will be prior to all issued and outstanding Equity Interests held by CORR in Pinedale GP other Liens of all other Persons, except for Liens permitted pursuant to the Pledge Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3), and which Liens are enforceable as such as against all other Persons (except (i) with respect to Trademarks, Trademark Licenses, Patents and Patent Licenses, to the extent that the recording of an assignment or other transfer of title thereto to the Collateral Agent in the United States Patent and Trademark Office may be necessary for such enforceability and (ii) with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9- 307(1) of the Uniform Commercial Code as from time 119 to time in effect in the applicable jurisdiction), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the Borrower Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations With respect to any Collateral, Borrower shall, and shall cause each of its Subsidiaries, to: (a) Cause to be maintained in the appropriate governmental offices UCC financing statements showing Borrower and Subsidiary Guarantors as debtors, Administrative Agent as secured by party and all personal property assets of the debtors described in the Security Documents as collateral in order to continue to perfect Administrative Agent’s security interest in the Collateral. (b) Cause Borrower or any Subsidiary Guarantor who acquires real property after the occurrence of a Trigger Event, within thirty (30) days of acquiring an interest in such real property, to (i) a perfected lien or security title execute, deliver and security interest cause to be held by Agent filed Mortgages (or amendments to any existing Mortgages) which are effective to create in favor of Administrative Agent, for the benefit of Lenders in the Mortgaged Properties Lenders, a legal, valid and certain personal property of Borrower related enforceable Lien (subject to the Mortgaged Properties, pursuant to the terms of the Mortgage, (iiPermitted Liens) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued such real property and outstanding Equity Interests held related Collateral owned by CORR Borrower or any Subsidiary Guarantor, which such Mortgages when filed in Pinedale GP pursuant the appropriate offices for the locations specified in such Mortgages, shall constitute a fully perfected Lien (subject to the Pledge and Security AgreementPermitted Liens) on, and (vi) security interest in, all right, title and interest of the grantors thereunder in such additional collateralreal property and related Improvements, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be in each case prior and superior in right to any other Person except Lien (other than Permitted Liens), and (ii) cause the Mortgage Requirements for each parcel of real property with which a Mortgage is executed and delivered in accordance with this Agreement, to be completed concurrently with the filing of such Mortgages or within thirty (30) days thereafter or such additional reasonable time as Administrative Agent may determine in its reasonable discretion with respect to each individual Mortgage and parcel of real property. NAI-1502661059v7 85 (c) If at any time Administrative Agent requests following the occurrence of a Trigger Event, in its sole but reasonable discretion, Borrower shall (i) deliver certification from the appropriate architect or engineer with respect to any Collateral related to a Mortgage (A) that all required licenses, permits and other governmental approvals for the construction of the Improvements have been issued; (B) that the Collateral, if and when the Improvements are completed in accordance with the final Plans and Specifications, will comply with all environmental, zoning, fire and building code, statutes and regulations and other Applicable Laws to which the Collateral is subject; (C) that all necessary utilities are, or will be, available on or at the Collateral and Lots; and (D) that the recommendations contained in any subsoil report have been included in the Plans and Specifications; and (ii) permit Administrative Agent to perform any inspections of any Collateral or other real property of Borrower or any Subsidiary Guarantor, which inspections Administrative Agent has reasonably determined necessary. (d) Borrower shall execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file and/or record, or cause to be registered, filed and/or recorded, in an appropriate governmental office, any and all further amendments, documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Security Documents (subject to no liens other than Permitted Liens) in all Collateral and other assets and property of Borrower and the Subsidiary Guarantors, or obtain consents or waivers as may be necessary in connection therewith. In addition, from time to time after the occurrence of a Trigger Event, Borrower will, at its cost and expense, promptly secure the Obligations by creating, or causing to be created, perfected Liens having priority with respect to such of its assets and properties and personal property described in the Security Documents as Administrative Agent shall designate (it being understood that it is the intent of the parties hereto that, following the occurrence of a Trigger Event, the Obligations shall be secured, by operation among other things, substantially all of lawthe assets and properties of Borrower and its Subsidiaries and personal property described in the Security Documents (including assets acquired subsequent to the date of this Agreement)). Such Liens will be created under the Security Documents and other security agreements and other instruments and documents in form and substance reasonably satisfactory to Administrative Agent, and Borrower shall deliver or cause to be delivered to Administrative Agent all such instruments and documents (including legal opinions and Lien searches) as Administrative Agent shall reasonably request to evidence compliance with this Section. Borrower agrees that all hereafter acquired assets that are added to provide such evidence as Administrative Agent shall reasonably request as to the perfection and become part priority status of each such Lien. In connection with the LGS Assets shall be included in the Mortgaged Properties and/or other portions exercise by Administrative Agent of the Collateral. any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as and deliver all applications, certifications, instruments and other documents and papers that Administrative Agent may require in order to add such additional assets to the Collateralreasonably request.

Collateral. The Obligations shall be secured by (i) a perfected lien or security title the Guarantee and security interest Collateral Agreement is effective to be held by create in favor of the Collateral Agent for the benefit of Lenders the Lender Parties a security interest in such Collateral. 10. Upon the filing of the Financing Statements in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms offices of the Mortgagejurisdictions listed on each such Financing Statement, (ii) each of the Financing Statements is in form sufficient to perfect a perfected security interest in favor of Collateral Agent in that portion of the Article 9 Collateral in which a security interest may be perfected by the filing of a financing statement under Article 9 of the New York UCC, under Article 9 of the Uniform Commercial Code as adopted and in effect on the date hereof in the State of Delaware (the “Delaware UCC”), and under Article 9 of the Uniform Commercial Code as adopted and in effect on the date hereof in the State of Georgia (the “Georgia UCC”). The opinions expressed herein are subject in their entirety to the following limitations, qualifications and exceptions: (a) The opinions expressed herein do not purport to cover, and we express no opinion with respect to, the applicability of Section 548 of the federal Bankruptcy Code or any comparable provision of state law, including those provisions relating to fraudulent conveyances and obligations. (b) The opinions expressed herein are also qualified to the extent that the enforceability of the Opinion Documents may be limited by the effect of (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors (including, without limitation, matters of contract rejection, fraudulent conveyances and obligations, turn-over, preference, equitable subordination, automatic stay, and substantive consolidation under federal bankruptcy laws, as well as state laws regarding fraudulent transfers, obligations, and conveyances, and state receivership laws), and (ii) general principles of equity, whether applied by a court of law or equity (including, without limitation, principles governing the availability of specific performance, injunctive relief or other traditional equitable remedies, principles affording traditional equitable defenses such as waiver, laches and estoppel, and legal standards requiring reasonableness or materiality of breach for exercise of remedies or providing for defenses based on impracticability or impossibility of performance or on obstruction or failure to perform or otherwise act in accordance with an agreement by a party thereto other than US Loan Party). (c) The opinions expressed in paragraphs 9 and 10 above are limited to transactions subject to Article 9 of the New York UCC and we express no opinion as to the validity, creation, attachment, perfection or enforceability of a security interest in collateral of type not subject to, or excluded from the coverage of, Article 9 of the New York UCC. No opinion is expressed with respect to the validity, binding effect, or enforceability of: (a) any provisions of the Opinion Documents requiring indemnification for, or providing exculpation, release, or exemption from liability for, any action or inaction by any other person or entity, to the extent such action or inaction involves negligence or willful misconduct on the part of such other person or entity or to the extent otherwise contrary to public policy; (b) any provisions of the Opinion Documents imposing interest on unpaid interest, or imposing increased interest, rates or late payment charges on delinquency in payment or other default, or providing for liquidated damaged or for termination payments or premiums on prepayment, acceleration or termination, in each case to the extent any such provisions may be deemed to be penalties or forfeitures; (c) any provisions of the Opinion Documents that have the effect of waiving the right of jury trial, statutes of limitation, marshaling of assets and similar requirements, or consenting to, or waiving objections to, the jurisdiction of certain courts, the venue or forum for judicial actions, or service of process other than in accordance with applicable law; (d) any provisions of the Opinion Documents providing that waivers or consents by a party may not be given effect unless in writing or in compliance with particular requirements, or that party’s course of dealing, course of performance, or the like or failure or delay in taking action may not constitute a waiver of related rights or provisions, or that one or more waivers may not under certain circumstances constitute a waiver of other matters of the same kind; (e) any provisions of the Opinion Documents providing that a party has a right to pursue multiple remedies without regard to other remedies elected or that all remedies are cumulative; (f) any provisions of the Opinion Documents purporting to require payment by any Loan Party of Lender Party’s expenses or attorneys’ fees except to the extent that a court determines such fees to be reasonable; (g) any provisions of the Opinion Documents providing that modifications to such documents may only be made in writing or that the provisions of such documents are severable; (h) any provisions of the Opinion Documents purporting to permit the exercise, under certain circumstances, of rights or remedies without notice or without providing opportunity to cure failures to perform; (i) any provisions of the Opinion Documents relating to rights of set off otherwise than in accordance with applicable law; (j) any provisions of the Opinion Documents purporting to require a waiver of defenses, setoffs, or counterclaims against any Lender Party; (k) any provisions of the Opinion Documents with respect to the right of either Agent or any other Lender Party to collect a deficiency except upon compliance with applicable provisions of the Uniform Commercial Code as in effect in applicable jurisdictions; (l) any provisions of the Opinion Documents purporting to require any Loan Party to waive various rights, claims, and defenses, or to provide certain remedies in favor of any Lender Party, to the extent any such waivers or remedial provisions may not be valid, binding or enforceable under applicable law; provided, however, in our opinion, the inclusion of such waivers and remedial provisions does not render any Opinion Document invalid as whole, and each Opinion Document otherwise contains remedies adequate for the benefit practical realization of Lenders the benefits intended to be provided thereby assuming compliance by each of the Lender Parties with applicable legal requirements and procedures; (m) any provision of the Opinion Documents providing that such document is to be governed by, and construed in accordance with the personal property assets laws of, the State of Borrower New York, to the extent the determination of such governing law is made pursuant to the Security Agreementchoice of law rules under the laws of jurisdiction other than the State of New York; (n) any provisions of the Opinion Documents purporting to render void any transfers of Loan Party’s rights in any Collateral in violation of the terms of the Opinion Documents; (o) any provisions of the Opinion Documents providing for reliance in respect of covenants, agreements, representations or warranties therein to be deemed to have occurred by any party not in fact so relying; (iiip) any provision of the Opinion Documents purporting to grant to either Agent or any other Lender Party the power to make any decision or to take or refrain from taking any action or to give or withhold its consent to any matter in each case in the sole discretion of such Lender Party (or words to comparable effect); (q) any provision of any of the Opinion Documents granting a power of attorney to any Lender Party or purporting to characterize the assignments and transfers effected thereby as present, irrevocable, absolute or unconditional or otherwise suggesting that the applicable Loan Party has no continuing interest in the Collateral so assigned and transferred; (r) any provision of any of the Opinion Documents to the extent that such provision constitutes waiver of illegality as a defense to performance of contract obligations; (s) any provisions of the Opinion Documents purporting to entitle either Agent or any other Lender Party to retain as additional collateral payments made by or on behalf of a Borrower contrary to instructions from or conditions imposed by a Borrower with respect to the application of such payments; or (t) any provisions of the Opinion Documents that purport to entitle either Agent or any other Lender Party to a presumption in any litigation as to its good faith, exercise of ordinary care or other determinations as to its conduct. No opinion is expressed with respect to any of the following matters: (a) any Collateral that consists of timber to be cut, goods that are or are to become fixtures, as-extracted collateral, commercial tort claims which are not identified in the Opinion Documents, collateral arising from consumer transactions, farm products, or goods subject to certificates of title, in each case as defined in the applicable Uniform Commercial Code; (b) the creation of any security interest in any Collateral that is subject to an agreement that is, or purports to be, nonassignable or nontransferable, or any Collateral that may not be assigned by its terms or under applicable law or regulation, except to the extent otherwise provided in Section 9-406(d), 9-407 and 9-408 of the applicable Uniform Commercial Code; (c) the enforceability, as against the government of the United States of America or any state thereof, of any assignment or security interest in any collateral constituting accounts or other claims against the government of the United States of America subject to the Federal Assignment of Claims Act or against any such state subject to similar laws restricting or prohibiting assignment of government claims; (d) the effect of Section 9-315 of the applicable Uniform Commercial Code with respect to any Collateral consisting of proceeds; (e) the effect of Sections 9-317,9-320 and 9-321 of the applicable Uniform Commercial Code, which permits buyers, lessees and licensees of collateral to take the same free and clear of a perfected security interest under the circumstances described therein; (f) the enforceability of those provisions of the Opinion Documents that purport to waive or vary the rules stated in Section 9-602 of the applicable Uniform Commercial Code, or providing either Agent or any other Lender Party with self-help or summary remedies without notice or opportunity for hearing or correction; (g) the effect of Section 552 of the Bankruptcy Code (11 U.S.C. §552) (relating to property acquired by a Loan Party after the commencement of a case under the United States Bankruptcy Code with respect to such Loan Party) and Section 506(c) of the Bankruptcy Code (11 U.S.C. §506(c)) (relating to certain costs and expenses of a trustee in preserving or disposing of collateral); or (h) the effect of any provision of the Opinion Documents which is intended to establish any standard other than a standard set forth in the applicable Uniform Commercial Code as the measure of the performance by any party thereto of such party’s obligations of good faith, diligence, reasonableness or care or of the fulfillment of the duties imposed on any secured party with respect to the maintenance, disposition or redemption of collateral, accounting for surplus proceeds of collateral, or accepting collateral in discharge of liabilities. The opinions expressed herein are limited to the internal laws of the States of Georgia and New York, applicable Federal laws of the United States, Article 9 of the Delaware UCC and the Delaware General Corporation Law, and we express no opinion as to the laws of any other jurisdiction or the effect any such laws may have on the matters set forth herein. This opinion is being rendered for your benefit and the benefit of your successors and assigns under the Opinion Documents, as well as any other financial institution now or hereafter directly or indirectly participating in the rights or obligations of any Lender Party under the Credit Agreement and their successors and assigns, and may not be held used or relied upon, nor may copies be delivered to, any other person or entity without our express written consent except in connection with the matters set forth herein and except for copies delivered as required by any applicable regulatory authority. This opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred. This opinion is rendered as of the date hereof, and we make no undertaking to supplement this opinion if, after the date hereof, facts or circumstances come to our attention or changes in law occur that could effect the matters addressed herein. JPMorgan Chase Bank, N.A., as Pledgee (as hereinafter defined), as Administrative Agent and Collateral Agent for the benefit Lenders (as hereinafter defined), and: such Lenders 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Luxembourg, April 30, 2007 Ladies and Gentlemen, We are issuing this opinion (the “Opinion”) in our capacity as legal counsel to FleetCor Technologies Operating Company – CFN Holding Co. S.e.n.c. a Luxembourg societe en nom collectif (general corporate partnership), incorporated on September 25, 2006, having its registered office at 560 A, xxx xx Xxxxxxx, L-2220 Luxembourg, registered with the Luxembourg Registre de Commerce et des Societes (Trade and Companies Register) under number B121519 (the “Partnership”) with respect to: - the Credit Agreement dated as of Lenders June 29, 2005, as amended and restated as of April 30, 2007 (the “Amended Credit Agreement”) among FleetCor Technologies Operating Company, LLC (“Company”), FleetCor UK Acquisition Limited, FleetCor Technologies, Inc. (“Parent”), the lenders party thereto (together with their successors and assigns, the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (“Agent”), and J.P, Xxxxxx Europe Limited, as London Agent; - the Guarantee and Collateral Agreement dated as of June 29, 2005, as amended and restated as of April 30, 2007 (the “Amended Guarantee and Collateral Agreement”) among Company, Parent, the Subsidiaries of Parent party thereto, and JPMorgan Chase Bank, N.A., as Collateral Agent; - the partnership interest pledge agreement dated as of September 29, 2006, as amended and restated as of April 30, 2007 (the “Amended Pledge Agreement”) made by the Company and CFN Holding Co. (“CFN”) in favor of the Agent (the “Pledgee”), in the Ultra Lease and presence of the Ultra Lease Guaranty pursuant Partnership with respect to a first ranking pledge granted to the Assignment of Lease Pledgee; The Amended Credit Agreement, the Amended Guarantee and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Collateral Agreement and the Purchase Amended Pledge Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, are referred hereafter as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral“Agreements”.

Collateral. The Obligations (a) Pursuant to the Security Documents and as collateral security for the payment and performance of its Tranche 2 Obligations, each Account Party shall grant and convey, or cause to be secured by (i) granted and conveyed, to the Administrative Agent for its benefit and the benefit of the Tranche 2 Lenders, a perfected lien or security title Lien and security interest in, to and upon the Collateral, prior and superior to all other Liens. Each Account Party shall cause the Collateral to be held by Agent charged or pledged and be made subject to the Security Documents (in form and substance reasonably acceptable to the Administrative Agent) necessary for the benefit perfection of the Lien and security interest in, to and upon the Collateral and for the exercise by the Administrative Agent and the Tranche 2 Lenders in of their rights and remedies hereunder and thereunder. (b) Each Account Party shall at all times cause its respective Borrowing Base to equal or exceed the Mortgaged Properties and certain personal property sum of Borrower related the aggregate principal amount of Tranche 2 Letter of Credit Exposure attributable to such Account Party at such time; provided, however, no Default or Event of Default shall occur under this Section 6.10(b) unless such deficiency exists for a period of 5 Business Days. (c) Upon request of the Administrative Agent, each Account Party shall use all commercially reasonable efforts to cause the Custodian to provide to the Mortgaged PropertiesAdministrative Agent, pursuant to in a manner consistent with the terms of the Mortgageapplicable Account Control Agreement information with respect to each Custodial Account, in a format to be agreed by the Administrative Agent (acting reasonably), which information shall provide, without limitation, a detailed list of the assets in each Custodial Account, (including the amount of cash and a detailed description of the Eligible Collateral (including a breakdown listing the name of each issuer, and the number held by such issuer)), the market value of those assets and the pricing source of such valuation. (d) So long as no Default or Event of Default has occurred and is continuing, any Account Party may on any Business Day deliver to the Administrative Agent a request to transfer Collateral from one or more of its existing Custodial Accounts to a new Custodial Account by delivering in writing to the Administrative Agent a request in writing and the Administrative Agent shall have received the following: (i) counterparts of a new Security Agreement duly executed by such Account Party and counterparts of an Account Control Agreement duly executed by such Account Party and the applicable Custodian, and such new Security Documents shall be in full force and effect; (ii) a perfected copy of the executed Custody Agreement between such Account Party and the applicable Custodian which shall be in form and substance reasonably satisfactory to the Administrative Agent; (iii) all documents and instruments required by law in each applicable jurisdiction or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under such new Security Agreement; (iv) certified reports from an independent search service satisfactory to the Administrative Agent listing any judgment or tax lien filing or Uniform Commercial Code financing statement or similar notice regarding the existence of any Lien that names such Account Party as debtor or chargor in any of the jurisdictions requested to be searched by the Administrative Agent and the results thereof shall be reasonably satisfactory to the Administrative Agent; (v) legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders, which opinions shall cover the enforceability of such new Security Documents, the creation and perfection of the security interest created thereby and such other matters reasonably requested by the Administrative Agent; (vi) a certificate, signed by an authorized officer of such Account Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying that after giving effect to such transfer of Collateral that the Security Documents then in effect create a valid and enforceable security interest in favor and Lien upon all right, title and interest of Agent for the benefit of Lenders such Account Party in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest purported to be held pledged by Agent for the benefit of Lenders in the Pledged Deposit Accounts it thereunder and all monies, instruments and investments from time to time held described therein, (v) a perfected pledge of superior to and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant prior to the Pledge rights of all third persons and Security Agreement, subject to no other Liens except as specifically permitted therein and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens that no filings or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that recordings are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require required in order to add ensure the enforceability, perfection or priority of the security interests created under such additional assets to the Collateral.Security Documents, except for filings or recordings which shall have been previously made; and

Collateral. The Obligations (a) Where Resources is required to provide Collateral pursuant to this Agreement, such Collateral shall be secured by (i) a perfected lien or security title and security interest to be held by Agent the Applicable REI Party and be in an amount equal to the maximum potential liability the Applicable REI Party has under the applicable Remaining Credit Support Arrangement, provided in the event that Resources elects to provide Collateral in the form of treasury bonds or in cases where the maximum potential liability is denominated in a currency other than U.S. Dollars, the Collateral shall be in an amount reasonably acceptable to REI in excess of the maximum potential liability. In cases where the Remaining Credit Support Arrangement provides for a maximum limit for the Applicable REI Party's liability and there is an open transaction secured by such Remaining Credit Support Arrangement, the Applicable REI Party's maximum potential liability shall be deemed to be such maximum limit. In cases where the Remaining Credit Support Arrangement does not provide for such maximum limit and there is an open transaction secured by such Remaining Credit Support Arrangement, the Applicable REI Party's maximum potential liability shall be deemed to be the reasonably anticipated exposure of the Applicable REI Party at the time Resources is required to provide the Collateral; provided that the amount of the Collateral shall be reviewed from time to time and any excess will be returned to, and any shortfalls will be replenished by, Resources within three business days of notice of such excess or shortfall. In cases where there is no open transaction secured by the Remaining Credit Support Arrangement (regardless of whether or not such Remaining Credit Support Arrangement provides for a maximum limit for liability of the Applicable REI Party) Resources shall not be required to provide Collateral if Resources provides an officer's certificate to the foregoing fact, together with its written undertaking to take no action, including engaging in further transactions with the beneficiary of the applicable Remaining Credit Support Arrangement, that could increase the Applicable REI Party's exposure under such Remaining Credit Support Arrangement. (b) Where Resources is required to provide Collateral pursuant to this Agreement and chooses to provide a letter of credit, such letter of credit shall be issued for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) Applicable REI Party at Resources' sole expense by a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsfinancial institution reasonably acceptable, and in a form reasonably satisfactory, to REI. Resources shall maintain such letter of credit in full force and effect for so long as the Purchase Agreement and Applicable REI Party remains subject to any potential liability under such Remaining Credit Support Arrangement; provided that such letter of credit may be for a term as short as 90 days with provisions allowing for draw if the Purchase Agreement Guaranty pursuant letter of credit has not been renewed 10 days prior to its stated expiration. The form of letter of credit will contain the Collateral Assignment following drawing conditions: "[Beneficiary] has complied with the provisions of Purchase Section 3.5 of the Master Separation Agreement, (iv) has suffered a perfected security interest loss of $_____ due to be held liability of Beneficiary under [describe Remaining Credit Support Arrangement] and such loss has not been reimbursed by Agent for Resources after demand under the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Master Separation Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral."

Collateral. The Obligations shall be secured by Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (i) a perfected lien whether personal, tangible, intangible, or security title and security interest mixed), other than Excluded Property, to be held by subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of Lenders the Secured Parties to secure the Obligations, in accordance with the Mortgaged Properties terms and certain personal conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower related shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the Mortgaged Propertiesgrace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), pursuant to Collateral Documents (including, upon the terms request of the MortgageAdministrative Agent, (iiapplicable local law pledge documents) a perfected security interest in favor of the Administrative Agent for the benefit of Lenders in the personal Secured Parties, with respect to all of the property assets of the Borrower pursuant or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Security AgreementAdministrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (iiiincluding legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest to be held by Agent for the benefit in and pledge of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts Borrower or such Subsidiary Guarantor and all moniesrights, instruments title, power and investments from time privileges related thereto, subject to time held thereinany Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (vother than Permitted Priority Liens) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right permitted to any other Person except Permitted have priority over the Administrative Agent’s Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to on the Collateral. (q) Section 6.01(g) of the Credit Agreement is hereby amended to insert immediately at the end thereof the following: (r) Section 6.02(h) of the Credit Agreement is hereby amended in its entirety as follows:

Collateral. The Obligations shall be secured by (i) a perfected lien or security title Company will cause, and security interest will cause each other Credit Party to cause, all of its owned Property to be held by subject at all times to first priority, perfected Liens in favor of the Collateral Agent for the benefit of Lenders the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Intercreditor Agreement and the Collateral Documents, subject in any case to Liens permitted by Section 10.6 hereof (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts, and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties and certain personal property of Borrower related Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged PropertiesProperty is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement unless the holders of the Notes have received written notice of such Mortgage at least 30 days prior to such execution or recording and the Required Holders have confirmed that their flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to the Required Holders (such confirmation not to be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the Company: (i) will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Company or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the MortgageCollateral Documents or such other security documents as the Collateral Agent shall reasonably request; and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or counsel to the holders of the Notes reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (d) Section 10.3 is amended by (i) inserting “and” immediately following the semi-colon at the end of clause 10.3.5 thereof, (ii) deleting the “; and” at the end of clause 10.3.6 thereof and replacing such deletion with a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreementperiod, and (iii) a perfected security interest to be held deleting clause 10.3.7 thereof. (e) Section 10.4 is amended by Agent for the benefit of Lenders in the Ultra Lease (i) amending and the Ultra Lease Guaranty pursuant to the Assignment of Lease restating clauses 10.4.6 through and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreementincluding 10.4.11 thereof, and (viii) such additional collateral, if anyinserting a new clause 10.4.12, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.follows:

Collateral. The Obligations shall be secured by (i) a perfected lien or security title respective liens and security interest interests granted to be held by Collateral Agent (for the benefit of Lenders the Secured Parties) pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral a valid security interest and (b) constitute as to the Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Properties and certain personal property of Borrower related Property, in each case to the Mortgaged Properties, extent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the terms Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the Mortgagefiling of financing statements in the filing offices identified in Exhibit D-6, (ii) a with respect to any property that can be perfected security interest in favor by control, upon execution of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Control Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Depositary Agreement, and (viiii) such additional collateral, with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the Borrower may agree UCC or otherwise as aforesaid, superior and prior to grant to Agent for the benefit rights of Lenders from time to time may accept as all third Persons now existing or hereafter arising whether by way of mortgage, lien, security for the Obligations. All such liens interests, encumbrance, assignment or security titles shall be prior otherwise, except (i) Title Exceptions and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to described in clauses (a) and become part (e) of the LGS Assets shall be included definition of "Permitted Liens," (ii) to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the Mortgaged Properties and/or other definition of "Permitted Liens" and (iii) with respect to Borrower's membership interest in Rocky Mountain Borrower, the Permitted Liens described in clause (i) of the definition of "Permitted Liens." Except to the extent possession of portions of the CollateralCollateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents, and on the Closing Date all such filings or recordings will have been made to the extent Collateral Agent's security interest can be perfected by filing. Borrower shall execute such amendments has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of the Lien and security interest described above by possession or control to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to extent contemplated by the CollateralCollateral Documents.

Collateral. (a) The parties acknowledge that Borrower will form directly-owned special purpose Restricted Subsidiaries to own real and personal property. With respect to each Restricted Subsidiary, Borrower shall (i) pursuant to §8.10, designate such Subsidiary as a Restricted Subsidiary, (ii) cause each Restricted Subsidiary to execute and deliver to Agent a Joinder Agreement (Guarantor), and (iii) cause each Restricted Subsidiary and each required Loan Party to deliver the Security Documents described in §5.1(b) below, together with Organizational Documents, certified resolutions and other authorizing documents of such Subsidiary and such other Loan Parties and favorable opinions of counsel to such Subsidiary and such other Loan Parties, all in form and substance satisfactory to Agent. (b) The Obligations shall be secured by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties Eligible Assets and certain substantially all other personal property of Borrower related to and the Mortgaged PropertiesRestricted Subsidiaries (other than Equity Interests in Unrestricted Subsidiaries), pursuant to the terms of the MortgageMortgages, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower the Guarantors pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty Eligible Leases pursuant to the Assignment Assignments of Lease and GuarantyLeases, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in certain contracts of Borrower the Eligible Mortgages pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, Mortgage Assignments; (ivv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (vvi) a perfected pledge of and security interest in all issued and outstanding Equity Interests in the Restricted Subsidiaries held by CORR in Pinedale GP Borrower or any Restricted Subsidiary pursuant to the Pledge and Security Agreement, and (vivii) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations shall be secured (a) All outstanding equity interests in whatever form of the Borrower and each wholly owned Restricted Subsidiary directly owned by (i) a perfected lien or security title on behalf of any Credit Party and security interest required to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Parent and its Restricted Subsidiaries shall not be required to pledge (w) Equity Interests of direct or indirect Subsidiaries of any Foreign Subsidiary, (x) Equity Interests of any CFC Pledgor, (y) Equity Interests of any Excluded Pledge Subsidiaries and (z) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary) and the Collateral Trustee shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Administrative Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by the Security AgreementAgreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording and (viii) such additional collateralthe Collateral Trustee shall have received title, if any, as Lien and judgment searches and other evidence reasonably satisfactory to the Borrower may agree to grant to Administrative Agent that its Liens (for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Secured Parties) are the only Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of upon the Collateral. , except Liens permitted under Section 10.02. (c) The Borrower shall execute such deliver to the Collateral Trustee amendments to the Security Documents and/or additional Security Documents as Agent may require in order Deposit Account Control Agreements with respect to add such additional assets any Deposit Accounts listed on Schedule 13 to the CollateralPerfection Certificate that are not (x) Excluded Deposit Accounts nor (y) set forth on Schedule 9.17(c), in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, duly executed by each party thereto; (d) The Borrower shall deliver to the Administrative Agent and the Collateral Trustee a completed Perfection Certificate, executed and delivered by a Senior Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. The Obligations shall be secured by (a) Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) a perfected lien or security title cause all of its owned property (subject to the exceptions contained herein and security interest in any Collateral Document and excluding the Excluded Assets) to be held by subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of Lenders the Holders of Secured Obligations to secure the Obligations in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to accordance with the terms and conditions of the MortgageCollateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock (iiother than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected security interest Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of Lenders in the personal property assets Holders of Borrower Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages shall be required hereunder to the Security Agreement, (iii) a perfected security interest to be held by extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of Lenders the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until [ ] or such later date as the Administrative Agent may agree in the Ultra Lease exercise of its reasonable discretion (it being understood and agreed that the Ultra Lease Guaranty pursuant failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Assignment Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of Lease such Mortgages as soon as reasonably practicable after the Effective Date; and Guaranty, in certain contracts of Borrower pursuant (4) no Liens or Mortgages on any Fee Owned Real Property shall be required hereunder to the Assignment of Contractsextent the Borrower is in compliance with the Mortgage Requirement. (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the Purchase ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the Purchase other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement Guaranty or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and Xxxxx’x (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Assignment of Purchase AgreementDocuments will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, (iv) a perfected the Borrower and each other Credit Party will re-grant the security interest to be held by Agent for the benefit of Lenders interests in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP Collateral pursuant to comparable Collateral Documents (the Pledge “Collateral Regrant Event”) and Security Agreement, no further Ratings-based collateral releases will be permissible and (viii) such additional collateralnotwithstanding the foregoing clause (i), no re-granting of the security interests in and the Liens on the Collateral will be required if any, as the Borrower may agree to grant to Agent for the benefit receives Ratings of Lenders BBB (stable or better outlook) or higher from time to time may accept as security for the Obligations. All such liens S&P and Baa2 (stable or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralbetter outlook) from Xxxxx’x.

Collateral. The Revolving Credit Notes, the Swing Line Note, the Reimbursement Obligations and the other obligations of the Company hereunder relating thereto shall be secured by (i) a valid and perfected lien or security title first priority liens (subject to any Permitted Liens) on inventories, accounts receivable, machinery and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties equipment, farm products and certain personal property crops and other assets of Borrower related to the Mortgaged Properties, Company pursuant to the terms of a Security Agreement of even date herewith by and between the Mortgage, (ii) a perfected security interest in favor of Company and the Agent for itself and for the benefit of Lenders in the personal property Banks, as the same may be amended or restated from time to time; (ii) valid and perfected first priority liens (subject to any Permitted Liens) on the fixtures and real properties of the Company and Minot described on Schedule 4.1(a) attached hereto; (iii) valid and perfected first priority liens (subject to any Permitted Liens) on the inventories, accounts receivable, machinery and equipment, farm products and certain crops and other assets of Borrower Minot pursuant to the terms of a Security Agreement, (iii) a perfected security interest to be held Agreement of even date herewith by and between Minot and the Agent for itself and for the benefit of Lenders in the Ultra Lease and Banks, as the Ultra Lease Guaranty pursuant same may from time to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, time be amended or restated; (iv) valid and perfected first priority liens (subject to any Permitted Liens) on any assets of Cranberry Businesses acquired by the Company pursuant to Section 7.13(f) hereof (other than real property of the Cranberry Business acquired constituting a perfected security interest cranberry xxxxx, if any, and related fixtures (including cranberry vines that have not been severed from the real estate) and bog equipment and subject to the Agent's agreement to limit or subordinate the liens of the Banks on the crops grown or to be held grown on the cranberry marshes and the proceeds thereof other than during the growing season for which the Banks have extended credit to the Company on terms substantially similar to those set forth in those certain Subordination and Intercreditor Agreements by and between The Equitable Life Assurance Society of the United States and Xxxxxx; (v) valid and perfected first priority liens (subject to any Permitted Liens) on the fixtures and real properties of the Company described on Schedule 4.1(b) attached hereto (the "Company Marshes"); (vi) the Minot Guaranty; and (vii) Grants of Security Interests in Trademarks and Grants of Security Interests in Copyrights, each to be executed by the Company and Minot in favor of the Agent for itself and for the benefit of Lenders in the Pledged Deposit Accounts Banks (collectively, the "IP Grants"). The Agent and all moniesthe Banks hereby agree that upon the Company's receipt of funds from the issuance and sale of the Senior Notes and the application of not less than Thirty Million Dollars ($30,000,000) of the proceeds from the issuance and sale of the Senior Notes to the repayment of Revolving Credit Loans, instruments the Agent shall (x) release the liens of the Banks on the Company Marshes and investments related fixtures (including cranberry vines that have not been severed from time to time held thereinthe Cranberry Marshes) and bog equipment, (vy) a perfected pledge provide such mortgage satisfactions and UCC termination statements as the Company may reasonably request and (z) limit or subordinate the liens of the Banks on the crops grown or to be grown on the Cranberry Marshes and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant the proceeds thereof other than during the growing season for which the Banks have extended credit to the Pledge Company on terms substantially similar to those set forth in those certain Subordination and Security Agreement, Intercreditor Agreements by and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part between The Equitable Life Assurance Society of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralUnited States and Xxxxxx.

Collateral. The Obligations shall be secured by In order to create in favor of (ix) a perfected lien or security title and security interest to be held by Agent First Priority Collateral Agent, for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged PropertiesSecured Parties, pursuant to the terms of the Mortgagea valid, (ii) a perfected First Priority security interest in favor of Agent the First Priority Collateral and (y) Pari Passu Collateral Agent, for the benefit of Lenders Secured Parties, a valid, perfected pari passu security interest in the Pari Passu Collateral, each applicable Credit Party shall have delivered to First Priority Collateral Agent: (i) evidence reasonably satisfactory to First Priority Collateral Agent of the compliance by such Credit Party of its obligations under the First Priority Collateral Documents Agreement to which it is a party (including their obligations to execute or authorize, as applicable, and deliver UCC financing statements and originals of stock and to satisfy any other perfection requirements); (ii) opinions of counsel (which counsel shall be reasonably satisfactory to First Priority Collateral Agent) with respect to, among other things, (A) the creation and perfection of the security interests in favor of First Priority Collateral Agent in such First Priority Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property assets of Borrower pursuant to the Security AgreementFirst Priority Collateral is located as Collateral Agent may reasonably request, (iiiB) a perfected security interest to upon consummation of the transactions contemplated by the Credit Documents and the Financing Agreements, (I) Molycorp will not be held by Agent in breach of the Pari Passu Indenture or the Pari Passu Collateral Documents, (II) Pari Passu Collateral Agent, for the benefit of Lenders in Secured Parties, shall have a perfected pari passu Lien on all Pari Passu Collateral to the Ultra Lease same extent as immediately prior to the date hereof and the Ultra Lease Guaranty (III) First Priority Collateral Agent shall have a First Priority Lien on all Collateral intended to be pledged pursuant to the Assignment of Lease and GuarantyCredit Documents, in certain contracts of Borrower pursuant each case in form and substance reasonably satisfactory to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, Agent; and (iviii) a perfected security interest evidence that each Credit Party shall have taken or caused to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to taken any other Person except Permitted Liens having priority action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralFirst Priority Collateral Agent.

Collateral. The Obligations shall be secured by (ia) a perfected lien or security title Each Credit Party will, and security interest will cause each of its Subsidiaries to, cause all of its personal property located in the United States of the nature and type described in Section 2 of the Security Agreement to be held by subject at all times to first priority, perfected Liens in favor of the Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms and conditions of the MortgageCollateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Agent shall reasonably request. (b) Within 60 days after receipt by the Agent and the Lenders of a Borrowing Base Certificate delivered pursuant to Section 7.1(d) indicating that inventory of the Borrower located in Mexico constitutes for more than 7.5% of the Borrowing Base as set forth in such Borrowing Base Certificate, the Credit Parties will (i) cause all of the inventory of the Borrower located at such facility to be subject at all times to a first priority, perfected Lien in favor of the Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Security Agreement or such other additional security documents as the Agent shall reasonably request and (ii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, waivers and/or consents of third Persons (including without the Mexican Subsidiary) necessary or desirable to establish and protect a first priority, perfected security interest Lien in favor of the Agent for (to secure the benefit Credit Party Obligations) in such inventory, certified resolutions of Lenders in the personal property assets Borrower and other authorizing documents of Borrower pursuant the Borrower, favorable opinions of special Mexican counsel with respect to the Security Agreementperfection of the Agent's Liens in such inventory, all in form, content and scope reasonably satisfactory to the Agent. (iiic) a perfected security interest If, subsequent to the Closing Date, the Borrower shall acquire ownership of any trademarks used in connection with any of its inventory, the Borrower shall promptly notify the Agent of thereof and shall cause to be held taken, at its own expense, such action as requested by the Agent for to ensure that the benefit Agent has a first priority perfected Lien therein to secure the Credit Party Obligations. (d) Within 7 days after the Closing Date, the Credit Parties will cause to be delivered to the Agent a bailment agreement satisfactory in form and substance to the Agent executed by the Borrower, The First National Bank of Lenders in the Ultra Lease Boston and/or its affiliates, as appropriate, and the Ultra Lease Guaranty pursuant Agent with respect to lockbox accounts maintained by the Assignment Borrower with The First National Bank of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if anyBoston and/or its affiliates, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralappropriate.

Collateral. The Obligations In the event the Repo Purchaser and the Indenture Trustees are able to reach agreement as to the market value of such collateral within a reasonable period of time, the Repo Purchaser shall be secured by (i) a perfected lien or security title and security interest authorized to be held by Agent for the benefit of Lenders proffer such valuations to CMI in the Mortgaged Properties and certain personal property of Borrower related an effort to reach consensual agreement with CMI as to the Mortgaged Properties, market value of the CBO REIT Stock Collateral and the CBO-1/Nomura Collateral in connection with a Repo Disposition pursuant to the terms Repo Agreement. In the event the Repo Purchaser and the Indenture Trustees are unable to reach agreement on such valuations within a reasonable time, the Repo Purchaser shall forego its efforts to reach consensual agreement with CMI as to the market value of the MortgageCBO REIT Stock Collateral and the CBO-1/Nomura Collateral, (ii) a perfected security interest in favor and the Repo Purchaser shall, instead, proceed to determine the market value of Agent for such collateral by the benefit of Lenders appraisal methodology provided therefore in the personal property assets of Borrower pursuant Repo Agreement, subject to the Security Agreementfollowing procedures hereby agreed to by the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee. The Repo Agreement sets forth a procedure whereby the Repo Purchaser shall select and advise CMI in writing of its selection of three (iii3) a perfected security interest then designated Qualified CMBS Institutions to be determine the valuation of the CBO REIT Stock Collateral and the valuation of the CBO-2 Collateral and the CBO-1/Nomura Collateral held by Agent for CBO REIT. Upon receipt of such notification of the benefit designation of Lenders such three (3) Qualified CMBS Institutions selected by the Repo Purchaser, CMI is to advise the Repo Purchaser, in writing, of its selection of one (1) of such three (3) designated Qualified CMBS Institutions, who shall then determine the valuation of the CBO REIT Stock Collateral, the CBO-2 Collateral and the CBO-1/Nomura Collateral. In connection with such determination of the valuation of the CBO REIT Stock Collateral and of the respective interests of the Repo Purchaser in the Ultra Lease CBO-2 Collateral and the Ultra Lease Guaranty pursuant to Note A Indenture Trustee and the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and Note B Indenture Trustee in the Purchase Agreement CBO-1/Nomura Collateral and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part selection of the LGS Assets shall be included in three (3) Qualified CMBS Institutions for submission to CMI, the Mortgaged Properties and/or other portions of Repo Purchaser, the Collateral. Borrower shall execute such amendments to Note A Indenture Trustee and the Security Documents and/or additional Security Documents Note B Indenture Trustee hereby agree as Agent may require in order to add such additional assets to the Collateral.follows:

Collateral. The Obligations shall be secured by (i) a perfected lien To secure full and complete payment and performance of the Obligations, the Borrower hereby agrees to execute and deliver or security title and security interest cause to be held by Agent executed and delivered the documents described below covering the property and collateral described in this Section 5.1 (which, together with any other property and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the "Collateral"): (a) The Borrower shall grant or cause to be granted to the Administrative Agent, for the benefit of Lenders the Lenders, a first priority Lien, subject to Permitted Liens, on all right, title and interest of the Borrower or the applicable Subsidiary in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged PropertiesSubject Assets, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, appropriate Mortgages and other collateral documents. (vib) such additional collateral, if any, as the The Borrower may agree to shall grant to Agent the Administrative Agent, for the benefit of Lenders from time the Lenders, a first priority security interest in all of the Alabama Bonds, pursuant to time may accept as security the Bond Pledge Agreement and any other documents, agreements, or instruments reasonably required by the Administrative Agent in connection therewith. (c) The Borrower shall grant or cause to be granted to the Administrative Agent, for the Obligationsbenefit of the Lenders, a second priority security interest, subject to Permitted Liens, in all of the Revolving Loan Assets, pursuant to the Pledge and Security Agreement, the Intellectual Property Security Agreements and appropriate Mortgages and other collateral documents. (d) To evidence the Administrative Agent's first priority security interest, subject to Permitted Liens, in certain Subject Assets and its second priority security interest, subject to Permitted Liens, in the Revolving Loan Assets, to the extent applicable, the Borrower will cause each of its Subsidiaries created or acquired after the date hereof to execute (i) a Security Agreement Supplement in substantially the form of Exhibit G to the Pledge and Security Agreement, (ii) an Intellectual Property Security Agreement, if requested by the Administrative Agent or the Required Lenders, and (iii) any applicable Mortgages, and deliver such documents to the Administrative Agent within 10 Business Days after such Subsidiary is created or acquired. All such liens or security titles Any title insurance policies, surveys, environmental site assessments and other matters incident to the Mortgages must be reasonably satisfactory to the Administrative Agent in its reasonable discretion and shall be prior completed within such time after such Subsidiary is acquired or created that the Administrative Agent reasonably determines. The Borrower will also cause each such Subsidiary to obtain and superior in right deliver to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets Administrative Agent such landlord lien waivers or subordinations as the Administrative Agent may reasonably require which waivers or subordinations shall be included in delivered to the Mortgaged Properties and/or other portions of Administrative Agent within such time after such Subsidiary is acquired or created that the Collateral. Administrative Agent reasonably determines. (e) The Borrower shall execute and cause to be executed such amendments further documents and instruments, including, without limitation, Uniform Commercial Code financing statements, as the Administrative Agent, in its sole discretion, deems necessary or desirable to the Security Documents and/or additional Security Documents as Agent may require create, evidence, preserve, and perfect its liens and security interests in order to add such additional assets to the Collateral.

Collateral. (a) The Obligations Parent and the Borrower shall, and shall be secured cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to, do all things necessary or reasonably requested by the Administrative Agent to preserve and (iexcept as to Non-Perfected Collateral) a perfected lien or security title and security interest to be held by perfect the Liens of the Administrative Agent for the benefit of Lenders the Secured Parties, arising pursuant hereto and pursuant to the Collateral Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral (except as to Non-Perfected Collateral), including, without limitation, but subject to the limitations contained in the Mortgaged Properties definition of Collateral, the Equity Interests of the Borrower and certain personal property each of its direct and indirect Restricted Subsidiaries and the direct and indirect Restricted Subsidiaries of the Borrower related and the Parent. (b) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to (i) grant to the Mortgaged PropertiesAdministrative Agent for the benefit of the Secured Parties a Lien on all assets (other than Excluded Collateral, pursuant and with respect to FCC Licenses subject to the terms of the Mortgage, Security Agreement) of all Loan Parties which shall be perfected on all Collateral other than Non-Perfected Collateral and (ii) a perfected security interest take such action as is necessary from time to time to cause all such Liens in favor Collateral to be first and prior Liens (except as to Non-Perfected Collateral, and subject to Liens permitted by Section 7.01). For the avoidance of doubt, all Equity Interests in the Borrower and all Equity Interests owned by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary will continue to be fully pledged as Collateral unless and until Disposed of in accordance with the terms of this Agreement. (c) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to do all things necessary or reasonably requested by the Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Liens of the Administrative Agent for the benefit of Lenders in the personal property assets of Borrower Secured Parties, arising pursuant hereto and pursuant to the Pledge Agreements and Security AgreementAgreements as first Liens (except as to Non-Perfected Collateral), (iii) a perfected security interest and to be held by Agent insure that the Administrative Agent, for the benefit of Lenders in the Ultra Lease Secured Parties, has a perfected prior and first Lien on all of the Collateral other than Non-Perfected Collateral of the Borrower and each of its direct and indirect Domestic Subsidiaries and the Ultra Lease Guaranty pursuant to direct and indirect Domestic Subsidiaries of the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase AgreementParent; provided, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monieshowever, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) that no such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles action shall be prior and superior required to perfect the Liens in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Non-Perfected Collateral.

Collateral. (a) The Obligations shall be secured by a perfected first priority security interest in the Collateral. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) a perfected lien no Material Default or security title Event of Default shall have occurred and security interest to be held by Agent continuing (or shall result therefrom) and (ii) except for any such withdrawal which the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the MortgageBorrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.17, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.17, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) a perfected security interest in favor of take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the benefit purposes of Lenders in fully perfecting or renewing the personal property assets rights and security interests of Borrower the Collateral Trustee, on behalf of the Banks, with respect to the Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to the Security Agreementthis Agreement or any other Loan Document, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease promissory notes and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateralrelated transfer documents, if any, as constituting part of any Collateral (and any related collateral) if requested by the Borrower may agree at any time prior to grant the commencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, shall be released by the Collateral Trustee to Agent the custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the benefit purpose of Lenders from time correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to time may accept the foregoing sentence shall remain Collateral except in connection with a withdrawal otherwise permitted pursuant to this Agreement or any other Loan Document. (b) Beginning on October 15, 2009 and on each April 15th and October 15th thereafter (or, if such day is not a Business Day, the next following Business Day), the Joint Lead Arrangers shall (i) in consultation with Barclays Bank PLC, Wachovia Bank, National Association and Deutsche Bank AG New York Branch (in each case so long as security for the Obligations. All such liens or security titles it shall be prior a Bank under this Agreement or either of the New Credit Agreements) (each, a “Consulting Bank”) undertake a review to determine if any re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List is appropriate, and superior (ii) if any such re-ranking is appropriate, undertake such re-ranking, in right their sole and absolute discretion, in consultation with the Consulting Banks. In connection with any such re-ranking, the Borrower shall cooperate with the Joint Lead Arrangers in any diligence, including providing information related to the Collateral and the Listed Eligible Assets, reasonably requested by the Joint Lead Arrangers for purposes of such re-ranking. Each inclusion of assets in the Collateral shall be in the order of the then-current ranking of Listed Eligible Assets and, following inclusion, such assets shall constitute the lowest ranked Collateral on the Pledged Collateral List. Any increase in the funding of any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become asset included in the Collateral or Listed Eligible Assets shall be considered part of the LGS Assets such asset and shall be included in the Mortgaged Properties and/or other portions Borrowing Base Value thereof. (c) Any newly originated or acquired assets or assets that become available that were previously pledged or mortgaged as collateral in connection with the DB Master Repurchase Agreement or the GE Credit Tenant Lease Facility that qualify as Eligible Assets shall be automatically included in the Listed Eligible Assets (and the Joint Lead Arrangers may re-rank the Listed Eligible Assets in connection therewith, in consultation with the Consulting Banks). Any Fremont Asset that qualifies as an Eligible Asset, immediately as of the Collateral. Borrower shall execute such amendments time it is no longer subject to the Security Documents and/or additional Security Documents as Agent may require Fremont Participation Agreement, shall be automatically included in order to add such additional assets the Listed Eligible Assets. Notwithstanding anything to the Collateralcontrary herein, at the time any Fremont Assets are added to Listed Eligible Assets and once the Joint Lead Arrangers have been afforded a reasonable opportunity to rank such assets, in consultation with the Consulting Banks in a special one-time reranking of Listed Eligible Assets (the “Special Fremont Reranking”), the Joint Lead Arrangers may effect substitutions of the Collateral with any Listed Eligible Assets.

Collateral. The Obligations obligations of Borrower under the Loan Documents shall be secured by (i) a perfected lien or security title and first priority security interest to be held by the Administrative Agent for the benefit of the Lenders in on the Mortgaged Eligible Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) by a perfected first priority security interest in favor each Eligible Property Operating Account. The Mortgage on the Initial Property shall be executed and delivered not later than the date of Agent for the benefit of Lenders in the personal property assets of Agreement. Borrower pursuant shall also provide to the Security Agreement, (iii) a perfected security interest to be held by Administrative Agent for not later than the benefit date of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant Agreement with respect to the Assignment of Lease Initial Property and Guaranty, in certain contracts of Borrower pursuant to not later than the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such date any additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be Eligible Property is included in the Mortgaged Properties and/or other portions Borrowing Base Value with respect to each additional Eligible Property, an Appraisal, a rent roll, leasing activity reports, form of lease, operating statements, property condition report, insurance certificates, lender’s title insurance policies with such endorsements as may be reasonably requested by Administrative Agent, surveys (which if no material changes to the improvements thereon have occurred, may be older surveys accompanied by an affidavit of no change from the Borrower), evidence that the Eligible Property is not in a flood zone, environmental assessments, a written opinion of the CollateralBorrower’s counsel addressed to the Administrative Agent and Lenders in a form reasonably satisfactory to the Administrative Agent regarding any new Mortgage and such other due diligence materials as the Administrative Agent shall reasonably require for each Eligible Property (the “Required Diligence”). Borrower shall execute such amendments pay for all Appraisals, title policies, surveys, environmental assessments and other Required Diligence required hereunder. Borrower shall, or shall cause its Material Subsidiaries to, deposit all income from an Eligible Property into the applicable Eligible Property Operating Account. Prior to the Security Documents and/or additional Security Documents as Agent occurrence of a Default or Event of Default, Borrower and the Material Subsidiaries may require in order to add such additional assets to withdraw funds from the CollateralEligible Property Operating Accounts. All Eligible Property Operating Accounts shall be opened and maintained with the Administrative Agent.

Collateral. The Obligations (a) If, subsequent to the Closing Date, a Credit Party shall acquire any intellectual property, securities instruments, chattel paper or other personal property required to be secured delivered to the Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall notify the Agent of the same in each case as soon as practicable after the acquisition thereof. Each Credit Party shall take such action as requested by the Agent and at its own expense, to ensure that the Agent shall have a first priority perfected Lien in all personal property of the Credit Parties (whether now owned or hereafter acquired), subject only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreement. Each Credit Party shall use its best efforts to deliver to the Agent (i) a with respect to all real property leased by any Credit Party as of the Closing Date, landlord waivers and consents with respect to each such leased property no later than 90 days after the Closing Date and (ii) with respect to all leases for real property entered into by any Credit Party subsequent to the Closing Date, landlord waivers and consents with respect to each such leased property, in each case in form and substance reasonably satisfactory to the Agent. (b) Each Credit Party and its Subsidiaries will at its expense, for so long as the Credit Documents remain effective, warrant and defend the Collateral against any and all claims, demands and Liens (other than Permitted Liens) of any third party. The Credit Parties will not, and will not permit any of their Subsidiaries to, grant, create or permit to exist, any Lien upon the Collateral, or any proceeds thereof, in favor of any third party (other than Permitted Liens). Each Credit Party agrees to comply with the requirements of all state and federal laws in order to grant to the Lenders valid and perfected lien or security title and first security interest in the Collateral (subject only to Permitted Liens). The Agent is hereby authorized by each Credit Party to file any financing statements covering the Collateral. Each Credit Party agrees to do whatever the Agent may reasonably request, from time to time, by way of: filing notices of liens, financing statements, fixture filings and amendments, renewals and continuations thereof; cooperating with the Agent's custodians; keeping stock records; obtaining waivers from landlords and mortgagees and from warehousemen, fillers, processors and packers and their respective landlords and mortgagees; paying claims, which might if unpaid, become a Lien (other than a Permitted Lien) on the Collateral; and performing such further acts as the Agent may reasonably require in order to effect the purposes of this Credit Agreement and the other Credit Documents. Any and all fees, costs and expenses of whatever kind and nature (including any Taxes, reasonable attorneys' fees or costs for insurance of any kind), which the Agent may incur with respect to the Collateral or the Credit Party Obligations: in filing public notices; in preparing or filing documents; making title examinations or rendering opinions; in protecting, maintaining, or preserving the Collateral or its interest therein; in enforcing or foreclosing the Liens hereunder, whether through judicial procedures or otherwise; or in defending or prosecuting any actions or proceedings arising out of or relating to its transactions with any Borrower or any of its Subsidiaries under this Credit Agreement or any other Credit Document, will be borne and paid by the Credit Parties. If same are not promptly paid by the Credit Parties, the Agent may pay same on the Credit Parties' behalf, and the amount thereof shall be a Credit Party Obligation secured hereby and due to the Agent on demand. (c) In accordance with the foregoing clause (b), each Credit Party shall promptly notify the Agent of any delivery of Rental Equipment to a state or county of a state in which a financing statement covering the property of such Credit Party or any of its Subsidiaries has not yet been filed if the filing of a financing statement is so required in such state or county to perfect the Agent's security interest in the property so located and shall promptly prepare such financing statement naming the Agent as "Secured Party" for the Lenders and cause it to be held duly filed in the appropriate filing office in such state. In addition, each Credit Party shall (i) within sixty (30) days following the Amendment No. 5 Effective Date and (ii) within thirty (30) days following the acquisition of any equipment or the consummation of a Permitted Acquisition, cause each document of title evidencing such Credit Party's or any of its Subsidiaries' ownership of an item of equipment to duly name on the face thereof the Agent as lienholder of such title for the benefit of the Lenders. (d) All equipment leases entered into by the Credit Parties with their respective customers shall contain satisfactory provisions to the effect that each such lease has been assigned to the Agent for the benefit of the Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as collateral security for the Obligations. All Credit Party Obligations or that assignment of such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralleases is not prohibited.

Collateral. The Obligations (a) the Administrative Agent’s receipt of copies of recent Lien, tax and judgment searches in each jurisdiction and/or office reasonably requested by the Administrative Agent with respect to the Credit Parties; (b) all Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Credit Parties shall not be secured required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any (except as permitted by Section 9.17) representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (c) (i) except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a perfected lien or security title and security interest to be held by Agent for the benefit principal amount in excess of Lenders in the Mortgaged Properties and certain personal property of Borrower related $10,000,000 (individually) that is owing to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) Borrower or any Subsidiary Guarantor shall be evidenced by a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower promissory note and shall have been pledged pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; (ii) all Indebtedness of the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) the Collateral Agent shall have received such additional collateralIntercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if anythe Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, as delivery thereof shall not be a condition to closing, and in such case the Borrower may agree agrees to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments deliver same to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.-159- #96562806v11

Collateral. (a) The Collateral will secure, on an equal and ratable basis as described herein, the Secured Obligations shall and will be secured pledged by (i) a perfected lien or security title the Company and security interest the Guarantors to be held by the Collateral Agent for the benefit of Lenders the Secured Parties. The Collateral pledged by the Company will secure, on an equal and ratable basis as so specified, the Notes issued under the Indenture and the Loans made and the Letters of Credit issued under the Working Capital Facility Agreement and the Company’s Obligations under the Security Documents; and the Collateral pledged by any Guarantor will secure, on an equal and ratable basis as so specified, the Note Guarantee of such Guarantor and the guarantee by such Guarantor of the Loans made and the Letters of Credit issued under the Working Capital Facility Agreement and such Grantor’s Obligations under the Security Documents. Only the Collateral Agent will be entitled to enforce the Liens granted under the Security Documents. (b) No Indebtedness (other than the Secured Obligations) incurred by the Company or any Guarantor may share in Liens in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant Collateral. (c) Subject to the terms of the MortgageSecured Documents, (ii) a perfected security interest in favor of Agent for the benefit of Lenders Company and the Guarantors shall be permitted to incur additional Indebtedness in the personal property assets future under the Working Capital Facility Agreement which could share in the Collateral. Any Indebtedness incurred under the Working Capital Facility Agreement is, and will be required at all times to be, subject to this Agreement. No collateral will secure any Indebtedness under the Working Capital Facility Agreement unless such collateral is Collateral that also secures the Notes in accordance with this Agreement. The principal amount of Borrower pursuant Indebtedness outstanding at any time under the Working Capital Facility Agreement that is secured by the Collateral will be limited by Section 4.07 and Section 4.14 of (and clause (i) of the definition of “Permitted Liens” in) the Indenture and by Section 10.01 and Section 10.04 of the Initial Working Capital Facility Agreement. (d) Subject to the terms of the Secured Documents, the aggregate principal amount of Indebtedness outstanding at any time that is secured by the Collateral will be limited to $450,000,000. (e) Subject to the terms of the Security AgreementDocuments, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease Company and the Ultra Lease Guaranty pursuant Guarantors will have the right to the Assignment remain in possession and retain exclusive control of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreementsecuring the Secured Obligations (other than any cash, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts securities, obligations and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become Cash Equivalents constituting part of the LGS Assets shall Collateral that may be included deposited with the Collateral Agent in accordance with the provisions of the Security Documents and other than as set forth in the Mortgaged Properties and/or Security Documents), to freely operate or otherwise use the Collateral and to collect, invest and dispose of any income therefrom unless an Actionable Event of Default has occurred. Upon such an Actionable Event of Default, the Collateral Agent will be entitled to foreclose upon and sell the Collateral or any part thereof as provided in the Security Documents. (f) The Capital Stock and other portions securities of the Company or any Guarantor constitute Collateral only to the extent that such Capital Stock and other securities can secure the notes or the Note Guarantees without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Person to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Person due to the fact that such Person’s Capital Stock and other securities secure the Notes or the Note Guarantees, then such portion (and only such portion) of the Capital Stock and other securities of such Person as shall constitute the minimum amount necessary to avoid having such Person be subject to such requirement shall automatically be released and deemed not to be part of the Collateral. Borrower shall execute In such amendments event, each Secured Document and any Security Document may be amended or modified, without the consent of any holder of any Secured Obligation, to the Security Documents and/or additional Security Documents as Agent may require extent necessary to release the first-priority security interests on such portion of the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral. In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulations adopted, which would permit) such Capital Stock and other securities to secure the Notes or the Note Guarantees in order to add excess of the portion then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Person, then such additional assets portion of the Capital Stock and other securities of such Person as shall constitute the maximum additional amount possible without having such Person be subject to such requirement shall automatically be deemed to be a part of the Collateral. In such event, each Secured Document or any Security Document may be amended or modified, without the consent of any holder of any Secured Obligation, to the Collateralextent necessary to subject such additional Capital Stock and other securities to the Liens under the Security Documents.

Collateral. The Obligations 23.1 Based upon the individual circumstances with respect to the credit-worthiness of the Merchant, the Services provided, the Payment Methods the Merchant wishes to accept payments with and in order to reserve for, among other things, cover of any Service Fee due, indemnification obligations due or becoming due by the Merchant to Acapture and, as the case may be, the relevant Payment Organisation from Chargebacks and claims lodged against the Merchant due to claims for non-delivery of goods and/or services, against warranties, and/or pre-paid yearly fees, due to the Merchant going out of business or being deemed insolvent, Acapture shall have the right to either: (a) retain or withhold a percentage of the Remittance as a rolling reserve as Acapture may advise the Merchant and/or the Payment Organisation, as the case may be. Such percentage, as may be amended from time to time with notice to the Merchant, shall be secured based on the Merchant’s Transactions on any particular day. Acapture (or the Payment Organisation) shall retain this amount for a period as determined by Acapture in its sole discretion at the end of which period the period may, seen the circumstances be extended, of which extension Acapture shall notify the Merchant or the funds retained or withheld may be released to the Merchant; (b) request the Merchant to place a fixed deposit, as reserve and security for any and all of the Merchant’s obligations under the Agreement and any other agreements now existing or later entered into between the Merchant and Acapture, an amount equal to a percentage of the Anticipated Monthly Transaction Volume, such amount and period of deposit shall be determined by Acapture in its sole discretion; (c) request the Merchant to create or maintain a Reserve Account; (d) procure an independent guarantee in a form satisfactory to Acapture; or (e) require the replacement of a previous form of collateral which has been withdrawn or which is required to be replaced for any reason. 23.2 To secure the Merchant’s obligations to Acapture under the Agreement at any time, the Merchant hereby grants to Acapture a disclosed first-ranking right of pledge (openbaar eersterangs pandrecht) over all present and future (i) a perfected lien or security title claims and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms (cash) receivables (vorderingen) of the MortgageMerchant against Acapture on any account whatsoever, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, Collateral or (iii) a perfected any other funds pertaining to the provision of the Acapture Services under the Agreement (whether or not in the form of Settlement) at any time in the possession of Acapture (the “Pledged Rights”) to Acapture. The Merchant represents and warrants that such Pledged Rights are not , and shall not be, subject to first priority and senior security interests and lienholders of the Merchant or its shareholder(s) in the assets of the Merchant or its shareholder(s) (inclusive of the below listed assets in this paragraph with the exception of the Reserve Account wherein Acapture must retain primary security interest) which security interest and/or lien was in place prior to the date of this Agreement as evidenced by appropriate documentation, encumbered by any other security interests or limited rights (beperkte rechten) or otherwise, no attachment (beslag) on the Pledged Rights has been made and the Pledged rights have not been transferred, encumbered or attached in advance nor has the Merchant agreed to such transfer or encumbrance in advance. The Merchant is authorised to grant Acapture the irrevocable authorisation, with the right of substitution to pledge the Pledged Rights to Acapture in the name of the Merchant, if necessary repetitively, and to do everything that serves the pledge, which rights are hereby accepted by Acapture. 23.3 Acapture is entitled to enforce any form of Collateral without prior notification. This right relates to all amounts that the Merchant owes or shall owe to Acapture under the Agreement. 23.4 Acapture reserves the right to only provide the Acapture Services after it has received the requested Collateral. 23.5 The Collateral shall continue to apply for a period as determined by Acapture in its sole discretion (the “Collateral Period”) until the date the provision of the Acapture Services cease, however, that the Merchant will remain liable to Acapture for all liabilities occurring beyond such period. 23.6 If the Merchant causes the Card Associations to request additional collateral or deposits from Acapture, Acapture is entitled to fulfil such additional collateral requirements by transferring the required amount(s) from the Merchant’s account at the Acapture Foundation to the dedicated account at the Payment Organisation. The Merchant agrees and acknowledges that the Payment Organisation shall retain this amount for a period as determined by the Payment Organisation in their sole discretion and shall not hold Acapture liable for any loss or damage arising in respect of the foregoing. 23.7 If the Collateral is insufficient to satisfy any Chargeback, Refund, Fines or other financial adjustment, then Acapture will so notify the Merchant and permit the Merchant an opportunity to satisfy or otherwise provide an amount of money sufficient to cover for such Chargeback or financial adjustment within three (3) banking days of the Merchant’s receipt of such notice. If the Merchant fails to satisfy or otherwise provide an amount of money sufficient to cover for such Chargeback or financial adjustment within the allotted time, then Acapture shall, without limiting in any way any other rights Acapture may have under the Agreement, be held entitled to debit the amount in accordance with Article 10 or from any other accounts maintained by Agent the Merchant with Acapture. 23.8 In addition to any first ranking right of pledge, security interest or right Acapture may have pursuant to applicable law and/or the Agreement, Acapture shall, at any time without notice or demand to the Merchant be entitled to set-off by whatever means any liabilities (whether such liabilities are present, future, actual, contingent, potential) the Merchant may incur towards Acapture under the Agreement against the Collateral including, for the benefit avoidance of Lenders doubt, the withholding of additional amounts from the Settlement following set-off as indicated in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.Article

Collateral. The Obligations (a) In the event of the occurrence of the Collateral Trigger Event, each of Borrower, K-Sea LLC, Xxxxx Maritime and K-Sea Hawaii shall, to secure the payment and performance in full of all Obligations, grant (and shall be secured deemed to have granted upon the occurrence of the Collateral Trigger Event pursuant to this Section 5.19 and Exhibit D) to the Collateral Trustee for the ratable benefit of the Lenders a continuing security interest in and Lien upon, and a right of set-off against, and each of Borrower, K-Sea LLC, Xxxxx Maritime and K-Sea Hawaii (or any other Subsidiary Guarantor) shall assign and pledge (and shall be deemed to have assigned and pledged upon the occurrence of the Collateral Trigger Event pursuant to this Section 5.19 and Exhibit D) to the Collateral Trustee for the ratable benefit of the Lenders, all of the Collateral owned by it or a Subsidiary Guarantor or in which such party has an interest. (ib) Borrower shall, promptly at any time and from time to time, at its sole expense, execute and deliver, and cause K-Sea LLC, Xxxxx Maritime and K-Sea Hawaii (or any other Subsidiary Guarantor) to execute and deliver, to the Administrative Agent such instruments and documents, and take such action, as the Administrative Agent may from time to time request in order to further carry out the intent and purpose of this Section 5.19 and Exhibit D and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of the Collateral Trustee, the Administrative Agent and the Lenders hereby and by the Mortgage, the Assignments and the other Loan Documents to be executed and delivered pursuant to Exhibit D, including, without limitation, the execution, delivery, recordation and filing of the Mortgage, financing statements and continuation statements. Borrower hereby authorizes the Administrative Agent, in such jurisdictions where such action is authorized by law, to effect any such recordation or filing of financing statements and continuation statements without the signature of Borrower thereon and to file as valid financing statements in the applicable financing statement records, photocopies hereof and of any other financing statement executed in connection herewith. The Administrative Agent agrees to provide Borrower with copies of Uniform Commercial Code filings, but shall have no liability for failure to do so and such failure shall not serve as a perfected lien or security title defense to the performance by any party of its obligations under the Loan Documents. (c) Upon the occurrence of the Collateral Trigger Event, without any further action by any of the parties hereto, this Agreement shall be deemed to be amended and supplemented to include the agreements, representations and warranties, covenants and other terms and provisions set forth in Exhibit D, each of which shall be deemed to be incorporated herein by reference. (d) The liens, mortgages and security interest interests granted hereby on the Collateral to be held by Agent for effective upon the benefit occurrence of Lenders in the Mortgaged Properties Collateral Trigger Event shall be subject and certain personal property of Borrower related subordinate to the Mortgaged Propertiesliens, mortgages and security interests securing the Revolving Loan Documents pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Intercreditor Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. (a) The Obligations shall be secured by Company will cause, and will cause each other Loan Party to cause, all of its owned existing and future personal property (iincluding, without limitation, all existing and future intercompany Indebtedness and all existing and future Equity Interests in Subsidiaries, subject to the limitations herein) a perfected lien or security title and security interest to be held by subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02 hereof. Without limiting the generality of the foregoing, the Company will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Loan Party directly owned by the Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, together with such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent reasonably requested by the Administrative Agent, customary opinions of counsel with respect to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and attachment and perfection of all Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Lenders and the Company, on behalf of itself and the other Loan Parties, irrevocably authorize the Administrative Agent, at its option and in its reasonable judgment, in the Mortgaged Properties and certain event that, at any time, the Administrative Agent determines that it does not have a first priority, perfected Lien on substantially all of the personal property of Borrower related any Loan Party to secure the Mortgaged PropertiesSecured Obligations, pursuant to obtain first priority, perfected Liens on such unencumbered assets as the terms Administrative Agent deems necessary (or at the direction of the Mortgage, (iiRequired Lenders) a perfected security interest in favor of Agent for to secure the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of ContractsSecured Obligations. The Company shall provide, and in cause the Purchase Agreement and other Loan Parties to provide, the Purchase Agreement Guaranty pursuant to Administrative Agent with all information reasonably requested by the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Administrative Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held thereinrelated to assets owned by the Company and the its Subsidiaries, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant shall cooperate fully with the Administrative Agent with respect to the Pledge performance of due diligence and Security Agreementthe execution of instruments and other Collateral Documents and making of any filings necessary to facilitate such Lien perfection (including, without limitation, certified resolutions and other authority documents of any applicable Subsidiary and, to the extent requested by the Administrative Agent, customary opinions of counsel with respect to such Subsidiary (vi) such additional collateralwhich shall cover, if anyamong other things, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior legality, validity, binding effect and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part enforceability of the LGS Assets shall be included documentation referred to above and attachment and perfection of all Liens thereunder), all in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments form, content and scope reasonably satisfactory to the Security Documents and/or additional Security Documents as Administrative Agent) and shall pay all reasonable costs and expenses incurred by the Administrative Agent may require and its counsel in order to add connection therewith, whereupon such additional assets to the CollateralSubsidiary shall thereafter be deemed a “Loan Party” hereunder.

Collateral. The Loan and other Obligations of Borrower shall be secured by (i) a perfected first priority lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the Collateral consisting of all domestic real and personal property assets of the Borrower and its Subsidiaries under documentation satisfactory to Agent in its sole discretion, including, without limitation: 2.11.1 a first priority, perfected security interest in all pledged loans and pledged loan collateral (whether the Borrower has a 1st, 2nd or 3rd Trust Deed), including, at Agent’s discretion, a Notice of Collateral Assignment of Deed of Trust for all Pledged Loan Collateral to be recorded in the applicable real property records at Agent’s sole discretion; 2.11.2 a first priority, perfected security interest in all securities owned by Borrower and its Wholly Owned Subsidiaries, pursuant to a fully executed Pledge Agreement - Membership Interests in the Security Agreementcase of entities that are limited liability companies and otherwise pursuant to documentation satisfactory to Agent, including without limitation all membership interests and stock interests and other Capital Stock interests of all existing and future Wholly Owned Subsidiaries and Subsidiaries which are not Wholly-Owned Subsidiaries of Borrower, and other investment property of Borrower, and all Wholly Owned Subsidiaries of Borrower that are limited liability companies shall opt in to Article 8 of the Uniform Commercial Code, such that such membership interests shall be evidenced by certificates delivered to and held by Agent; provided, however, that Borrower shall not be required to provide such security interest in securities to the extent that Borrower provides evidence acceptable to Agent that such grant would violate the terms of any existing first deeds of trust then encumbering assets owned by the entity in which such securities are constituent ownership interests; In furtherance of the foregoing, Borrower shall provide to Agent within thirty (30) days of acquiring any Capital Stock interests in Wholly Owned Subsidiaries and Subsidiaries which are not Wholly-Owned Subsidiaries of Borrower, the following: (i) a description of such Wholly Owned Subsidiaries and/or other Subsidiaries and an update of Exhibit 5.16 to this Agreement showing such entity, (ii) copies of the organizational documents and operating agreements for such Wholly Owned Subsidiaries and/or other Subsidiaries conforming to the requirements of this Section 2.11.2 , (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant fully executed Pledge Agreement - Membership Interests relating to the Assignment Capital Stock of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractssuch entity, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a fully executed Deposit Account Security Agreement relating to deposit accounts owned by any Wholly Owned Subsidiary. 2.11.3 a first priority (and at Agent's Discretion, a junior priority) REO Deed of Trust on all unencumbered (and at Agent's Discretion, encumbered) REO and other real property (and personal property located on or used in connection with such real property) owned by Borrower or any of its Wholly Owned Subsidiaries (in which case such REO Deed of Trust shall contain appropriate surety waivers), each such REO Deed of Trust encumbering REO with an Appraised Market Value of over $2,500,000 to be insured by a REO Lender Title Policy. Within ninety (90) days of the Borrower or any one of its existing or future Wholly Owned Subsidiaries acquiring a real property through foreclosure, deed-in-lieu, or otherwise, during the term of the Loan, Borrower shall provide an REO Deed of Trust encumbering such real property (and personal property located on or used in connection with such real property), the lien of which to be insured by a REO Lender Title Policy for REO with an Appraised Market Value of over $2,500,000. All REO shall be subject to Agent’s review of preliminary title reports and acceptable environmental reports, to be determined by Agent at Agent’s Discretion, including without limitation, Phase I site assessment, Phase II site assessment, transaction screening and Flood Zone Certification, all of which shall be subject to Agent’s approval pursuant to Agent’s Discretion. Concurrent with providing any REO Deed of Trust from a Wholly Owned Subsidiary, Borrower shall also provide a Security Agreement and an Environmental Compliance Agreement from such entity relating to the REO. Provided that no Default or Event of default is then existing and continuing, any such REO Deed of Trust shall be released in exchange for payment to Agent of 70% of any Net Sales or Refi Proceeds relating thereto, to be applied as otherwise set forth in Section 2.4.2 (Excess Amortization Payments). The foregoing shall not preclude or interfere with Borrower or its Wholly Owned Subsidiaries arranging for acquisition of REO subject to a pre-existing first deed of trust; 2.11.4 a first priority perfected security interest pursuant to be held by Agent for the benefit of Lenders a Deposit Account Security Agreement ( and a Deposit Account Security Agreement-Blocked in the case of the Interest Reserve Account) in all Pledged Deposit Accounts of Borrower and its Wholly Owned Subsidiaries maintained with Union Bank, N.A.; aggregate funds in Exempt Deposit Accounts of any one Wholly Owned Subsidiary shall not at any time exceed $200,000, and any excess shall within three (3) Business Days be transferred to a Pledged Deposit Account; all moniesdeposit accounts of Borrower and its Wholly Owned Subsidiaries, instruments without exception, shall be maintained at Union Bank, N.A., except up to a maximum amount of $1,000,000.00 may be held in a deposit account at California Bank & Trust (“Borrower CB&T Deposit Account”), provided that such account is at all times subject to a first priority perfected security interest in favor of Agent as security for the Loan and investments the other Obligations under this Agreement; 2.11.5 a first priority perfected security interest pursuant to Deposit Account Security Agreement (and control agreement for accounts maintained at depositories other than Union Bank, N.A.) in all deposit accounts of Redwood Mortgage Corporation maintained with Union Bank, N.A. and the deposit account maintained with California Bank & Trust, as depository authorized below; all deposit accounts of Redwood Mortgage Corporation, without exception, shall continue to be maintained at Union Bank, N.A., except that (i) a deposit account of up to an amount equal to $1,000,000.00 less the amount held in the Borrower CB&T Account, may be held in a deposit account at California Bank & Trust (“RMC CB&T Deposit Account”), provided that such account is at all times subject to a first priority perfected security interest in favor of Agent as security for the Loan, and provided further that the combined amounts on deposit in the Borrower CB&T Deposit Account and the RMC CB&T Deposit Account may at no time exceed $1,000,000.00, and (ii) up to $100,000.00 may be held in a deposit account maintained with Xxxxx Fargo Bank, N.A. (“RMC Xxxxx Fargo Deposit Account”). The amount on deposit in the RMC Xxxxx Fargo Deposit Account may be increased to an amount not to exceed $300,000.00 immediately upon the Maximum Loan Amount having been permanently reduced to $30,000,000.00. Redwood Mortgage Corporation shall deliver information on the balances held in the RMC CB&T Deposit Account and the RMC Xxxxx Fargo Deposit Account to Agent at each month end and from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralupon Agent’s request.

Collateral. The Obligations shall be Payment hereof is secured by one hundred percent (i100%) a perfected lien of the common stock of C.X. Xxxxxxxx Retreading Company, Inc. being purchased by Maker hereunder and including all common or security title preferred stock or equity instrument of any kind or manner, including but not limited to stock, warrants, options and security interest to be held convertible note, issued by Agent for C. X. Xxxxxxxx Retreading Company, Inc. (the benefit “CTR shares”) after the date of Lenders this Note as specified in the Mortgaged Properties and certain personal property of Borrower related Stock Purchase Agreement (the “SPA”) signed on this same date. The CTR shares being purchased hereunder have been delivered to the Mortgaged Properties, pursuant to Designated Agent under the terms SPA and will remain in the Agent’s possession until payment in full of the Mortgage, (ii) a perfected security interest Note and notification by Lender or Holder to return the CTR shares to Maker. The Maker shall not authorize or vote its shares in favor of Agent for any action that would cause any dilution of the benefit CTR Shares through any common or preferred stock or equity instrument of Lenders any kind or manner, including but not limited to stock, warrants, options or convertible note, to be issued by C. X. Xxxxxxxx Retreading Company, Inc. Payment hereof is secured by a Second Deed of Trust, Security Agreement and Financing Statement of even date herewith executed by the Maker hereof to Mxxxxxxxxx Sxxxxxxxx, PLLC, Trustee, a copy of which is attached hereto as Appendix A (the “Deed of Trust”), secured by the real estate described in said Deed of Trust. The Note is further secured by Maker’s grant of a security interest, secondary to the security interest of First State Bank of Rice, in the personal property assets of Borrower pursuant following: Refurbished Mxxxx Xx 00X (x 00XX) Xxxx-Xxxxx Shredder complete with the following design features and specifications: Infeed opening: 63"x79"; feed hxxxxx (standard); l50HP hydraulic drive motor; 150HPelectric hydraulic power supply; 20" diameter solid steel rotor; 30 mm alloy steel wear-resistant cutters; Bolt-on cutter blade holders; 20HP hydraulic power supply for deed ram (integral to 150HP HPU); discharge screen (5/8" - 3/4"); variable ram speed control (amperage load proportional); control/MCC Panel; operations/maintenance manuals (2) and all after acquired equipment all as more fully described in the UCC-1 Financing Statement, attached Appendix B hereto which is based on Exhibit B-1 to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralSPA.

Collateral. The Obligations In connection with any Deemed Sale of the CBO-2 Collateral effectuated by means of an actual foreclosure sale where the Collateral Agent successfully "credit bids" for the CBO-2 Collateral, the aggregate amount of such "credit bid" shall be secured allocated among the unpaid Repo Obligations, the outstanding obligations evidenced by the Series A Notes and the outstanding obligations evidenced by the Series B Notes based upon the amounts of each of such debt obligations outstanding at the date of the Deemed Sale of the CBO-2 Collateral, on the one hand, relative to the total amount of such debt obligations then outstanding, on the other hand; provided, however, that the amount of the obligations then deemed outstanding on account of the Series A Notes and the Series B Notes shall be reduced by any Proceeds previously actually realized and applied on account of the Series A Notes and the Series B Notes from a disposition of all or part of the Miscellaneous Collateral or, if no such disposition of all or part of the Miscellaneous Collateral has occurred prior to the date of determination of the outstanding debt obligations, by the net book value for such assets as reflected on the books and records of CMI for the most recently concluded reporting period. Upon the allocation of the aggregate obligations "credit bid" by the Collateral Agent in connection with the Deemed Sale of the CBO-2 Collateral, as hereinabove provided, the deficiency claim of each of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee against CMI arising on account of such Deemed Sale shall be the difference, in each case, between the amount of such "credit bid" allocated to the Repo Obligations or the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the one hand, and the unpaid balance of the Repo Obligations and the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the other hand, as of the date of such Deemed Sale. Anything herein to the contrary notwithstanding, each of the Note A Indenture Trustee and the Note B Indenture Trustee may elect not to participate in the "credit bid" procedure for a Deemed Sale of the CBO-2 Collateral by written notice to the Repo Purchaser and the Collateral Agent given not later than ten (i10) a perfected lien Business Days prior to the date of the actual foreclosure sale of the CBO-2 Collateral, whereupon such Indenture Trustee shall retain its full deficiency claim against CMI on account of the outstanding obligations evidenced by the applicable Notes without regard to the Deemed Sale of the CBO-2 Collateral, shall not have any beneficial ownership interest in the Deemed Sale Entity or security title and the CBO-2 Collateral, shall continue to be obligated to release the CBO-2 Collateral from such Indenture Trustee's security interest therein, as required by Article VI, Section (b)(ii) above, and shall forfeit any and all rights to any Proceeds thereafter realized on the CBO-2 Collateral to which such Indenture Trustee would otherwise be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, entitled pursuant to the terms provisions of the MortgageArticle VI, Section (iib)(ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateralabove.

Collateral. The Obligations Within forty-five (45) days (or such longer period as may be extended by the Collateral Agent in its reasonable discretion) after any Significant Subsidiary is formed or acquired after the Closing Date or a Subsidiary becomes a Significant Subsidiary, the Borrower shall be secured by cause such new Significant Subsidiary to, unless the Collateral Agent otherwise agrees in its reasonable discretion, (i) execute and deliver to the Collateral Agent a perfected lien Perfection Certificate, relating to such Significant Subsidiary, (ii) execute and deliver to the Collateral Agent a joinder agreement to the ABL Intercreditor Agreement (if any) in the manner provided therein, (iii) cause all of the issued and outstanding capital stock, partnership interests, member interests or security title and security other equity interest of such Significant Subsidiary (except to the extent constituting Excluded Property) that are owned by another Loan Party to be held by pledged on a first priority perfected basis to the Collateral Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, Secured Parties pursuant to the terms Pledge Agreement (subject only to (x) Permitted Liens securing any ABL Facility or other permitted secured Debt that is subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and (y) Permitted Liens arising by operation of the Mortgagelaw), (iiiv) a perfected security interest in favor of execute and deliver to the Collateral Agent for the benefit of Lenders the Secured Parties any other applicable Collateral Documents in form and substance reasonably satisfactory to the personal property Collateral Agent, including without limitation, Patent, Trademark and Copyright Security Agreements and Mortgages (subject to the below proviso) necessary or reasonably requested by the Collateral Agent to grant first priority perfected liens and security interests (subject only to Permitted Liens) in and to the assets of Borrower pursuant the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the Security Agreement, (iii) a perfected security interest to be held by assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of Lenders the Secured Parties (other than Excluded Property), including proper financing statements under the Uniform Commercial Code of the applicable jurisdictions of organization covering the Collateral described in the Ultra Lease relevant Collateral Documents and appropriate equity certificates and powers evidencing the Ultra Lease Guaranty Collateral pledged pursuant to the Assignment of Lease and GuarantyPledge Agreement, in certain contracts of Borrower pursuant to the Assignment of Contracts(v) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and in judgment searches (including searches of the Purchase Agreement applicable real estate indexes), with the results, form scope and the Purchase Agreement Guaranty pursuant substance of such searches to be reasonably satisfactory to the Collateral Assignment Agent, (vi) deliver opinions of Purchase legal counsel with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably requested by the Administrative Agent and with such opinions to be reasonably satisfactory to the Administrative Agent in its reasonable discretion and (vii) provide the Collateral Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Collateral Agent, to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building”, “structure” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Collateral Agent with the address and/or GPS coordinates of each structure on any real property that is or will be subject to a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to any Real Property (other than, for the avoidance of doubt, Excluded Property) of a Significant Subsidiary that is formed or acquired after the Closing Date or of a Subsidiary that becomes a Significant Subsidiary after the Closing Date that is required to be subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or the Security Agreement, the requirements of this Section 8.01(i) shall be satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Borrower and the applicable Significant Subsidiary take all steps within one hundred and twenty (iv120) days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as may be extended by the Collateral Agent in its reasonable discretion) necessary or reasonably requested by the Collateral Agent to grant first priority perfected security interest liens (subject only to be held by Permitted Liens) in and to the assets of the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time Secured Parties with respect to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the Collateral.

Collateral. The Obligations As security for all indebtedness and other obligations of Borrower to Bank from time to time, other than indebtedness that is excluded (if at all) from such secured obligations by the terms of the security agreement(s) required hereunder, Borrower shall grant to Bank security interests of first priority in all Borrower's assets, except to the extent otherwise provided (if at all) under the above- referenced security agreement(s) and subject only to Permitted Priority Liens (as defined below). ermitted Priority means Permitted Liens under Section 5.9(iii), Derivatives Contract such terms are hereinafter defined) which statutorily would have priority over the lien of Bank on the relevant Collateral. Borrower shall cause each of the Guarantors referenced in Section 1.5 hereof from time to time, on the date hereof in respect of Coco Café Inc. and AMI Runa U.S. LLC, and within fifteen days of other such person/entity becoming a Guarantor, to grant to Bank security interests of first priority in all assets owned by each such entity, except to the extent otherwise provided (if at all) under the above- referenced security agreement(s) and subject to Permitted Priority Liens, as evidenced by and subject to security agreements/joinders in form and substance satisfactory to Bank. All of the foregoing shall be secured evidenced by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant subject to the terms of the Mortgagesuch security agreements, (ii) a perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreementfinancing statements, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contractsdeeds or mortgages, and other documents as Bank shall reasonably require, all in form and substance reasonably satisfactory to Bank and consistent with the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment terms of Purchase this Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments pay to Bank immediately upon demand the Security Documents and/or additional Security Documents as Agent may require full amount of all out-of-pocket charges, costs and expenses (to include fees paid to third parties but excluding all costs of Bank employees), expended or incurred by Bank in order to add such additional assets to connection with any of the Collateralforegoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. The Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each other Guarantor in all of their accounts, chattel paper, instruments, documents, deposit accounts, inventory and certain other personal property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) until the occurrence of the Borrowing Base Condition and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on deposit accounts maintained by the Borrower and the other Guarantors need not be perfected, (ii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, no Liens need be granted on the stock of any Domestic Subsidiaries, and Liens on the Voting Stock of a perfected lien Foreign Subsidiary shall be limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary or, if less at any time, the greatest percentage of the total outstanding Voting Stock thereof the pledge of which would not, under applicable U.S. tax laws and regulations in effect at such time, cause the owner of such Voting Stock or security title its direct or indirect parent corporation to recognize a "deemed dividend" for U.S. federal income tax purposes, and security interest (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the assets of a Foreign Subsidiary. The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to be held by the Administrative Agent for the benefit of Lenders in the Mortgaged Properties holders of the Obligations, the Hedging Liability, and certain personal property of Borrower related the Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject, however, to the Mortgaged Propertiesproviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case pursuant to the terms of the Mortgageone or more Collateral Documents from such Persons, (ii) a perfected security interest each in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant form and substance satisfactory to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such amendments to the Security Documents and/or additional Security Documents as Agent may require in order to add such additional assets to the CollateralAdministrative Agent.