COLLATERAL AGREEMENT dated as of February 23, 2015 by and among BOOT BARN HOLDINGS, INC., BOOT BARN, INC. and certain of its Subsidiaries, as Grantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,

Exhibit 10.30

COLLATERAL AGREEMENT

dated as of February 23, 2015

by and among

BOOT BARN HOLDINGS, INC.,

BOOT BARN, INC.

and certain of its Subsidiaries,

as Grantors,

in favor of

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Table of Contents

		Page

ARTICLE I DEFINED TERMS		1

Section 1.1	Terms Defined in the UCC	1
Section 1.2	Definitions	2
Section 1.3	Other Definitional Provisions	5

ARTICLE II SECURITY INTEREST		6

Section 2.1	Grant of Security Interest	6
Section 2.2	Provisions Relating to Equity Interests	8
Section 2.3	Grantors Remain Liable	8

ARTICLE III REPRESENTATIONS AND WARRANTIES		9

Section 3.1	Organization; Power; Qualification	9
Section 3.2	Authorization of Agreement; Compliance with Laws; Non Contravention	9
Section 3.3	Governmental Approvals	9
Section 3.4	Perfected First Priority Liens	10
Section 3.5	Title, No Other Liens	10
Section 3.6	State of Organization; Locations of Inventory, Equipment and Fixtures; Other Information	10
Section 3.7	Accounts	11
Section 3.8	Chattel Paper; Instruments; Negotiable Documents Letter-of-Credit Rights	11
Section 3.9	Commercial Tort Claims	11
Section 3.10	Deposit Accounts and Securities Accounts	11
Section 3.11	Intellectual Property	11
Section 3.12	Reserved	12
Section 3.13	Equity Interests	12

ARTICLE IV COVENANTS		12

Section 4.1	Maintenance of Perfected Security Interest; Further Information	12
Section 4.2	Maintenance of Insurance	12
Section 4.3	Changes in Locations; Changes in Name or Structure	12
Section 4.4	Required Notifications	13

Section 4.5	Delivery Covenants	13
Section 4.6	Control Covenants	14
Section 4.7	Filing Covenants	14
Section 4.8	Accounts	15
Section 4.9	Intellectual Property	15
Section 4.10	Equity Interests	16
Section 4.11	Reserved	17
Section 4.12	Further Assurances	17
Section 4.13	Burdensome Requirements	17

ARTICLE V REMEDIAL PROVISIONS		17

Section 5.1	General Remedies	17
Section 5.2	Specific Remedies	18
Section 5.3	Registration Rights	21
Section 5.4	Application of Proceeds	22
Section 5.5	Waiver, Deficiency	22

ARTICLE VI THE ADMINISTRATIVE AGENT		22

Section 6.1	Appointment of Administrative Agent as Attorney-In-Fact	22
Section 6.2	Duty of Administrative Agent	24
Section 6.3	Authority of Administrative Agent	24

ARTICLE VII MISCELLANEOUS		25

Section 7.1	Notices	25
Section 7.2	Amendments, Waivers and Consents	25
Section 7.3	Expenses, Indemnification, Waiver of Consequential Damages, etc.	25
Section 7.4	Right of Set Off	26
Section 7.5	Governing Law; Jurisdiction; Venue; Service of Process	26
Section 7.6	Waiver of Jury Trial	27
Section 7.7	Reserved	27
Section 7.8	No Waiver By Course of Conduct; Cumulative Remedies	27
Section 7.9	Successors and Assigns	28
Section 7.10	Survival of Indemnities	28
Section 7.11	Titles and Captions	28
Section 7.12	Severability of Provisions	28

Section 7.13	Counterparts	28
Section 7.14	Integration	28
Section 7.15	Advice of Counsel; No Strict Construction	28
Section 7.16	Acknowledgements	28
Section 7.17	Releases	29
Section 7.18	Additional Grantors	29
Section 7.19	All Powers Coupled With Interest	30

SCHEDULES:

Schedule 3.6	Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office; Locations of Inventory, Equipment and Fixtures; Locations of Books and Records
Schedule 3.8	Chattel Paper; Instruments; Negotiable Documents; Letter-of-Credit Rights
Schedule 3.9	Commercial Tort Claims
Schedule 3.10	Deposit Accounts
Schedule 3.11	Intellectual Property
Schedule 3.13	Equity Interests Held Directly by Grantors

iii

COLLATERAL AGREEMENT (this “Agreement”), dated as of February 23, 2015, by and among BOOT BARN HOLDINGS, INC. (“Holdings”), BOOT BARN, INC., a Delaware corporation (the “Borrower”), any Additional Grantor (as defined below) who may become party to this Agreement (such Additional Grantors, collectively, with Holdings and the Borrower, the “Grantors”), in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement identified below).

STATEMENT OF PURPOSE

Pursuant to the Credit Agreement dated as of the date hereof by and among Holdings, the Borrower, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders have agreed to make Extensions of Credit to the Borrower upon the terms and subject to the conditions set forth therein.

Pursuant to the terms of the Guaranty Agreement, Holdings and certain Subsidiaries of the Borrower who are parties hereto have guaranteed the payment and performance of the Secured Obligations.

It is a condition precedent to the obligation of the Lenders to make their respective Extensions of Credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent, for the benefit of the Secured Parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the benefit of the Secured Parties, as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Terms Defined in the UCC.

(a) The following terms when used in this Agreement shall have the meanings assigned to them in the UCC (as defined in the Credit Agreement) as in effect from time to time: “Accession”, “Account”, “Account Debtor”, “Authenticate”, “Certificated Security”, “Chattel Paper”; “Commercial Tort Claim”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”, “Equipment”, “Farm Products” “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Company Security”, “Investment Property”, “Letter-of-Credit Rights”, “Proceeds”, “Record”, “Registered Organization”, “Securities Account”, “Securities Entitlement”, “Securities Intermediary”, “Security”, “Supporting Obligation”, “Tangible Chattel Paper”, and “Uncertificated Security”.

(b) Terms defined in the UCC and not otherwise defined herein or in the Credit Agreement shall have the meaning assigned in the UCC as in effect from time to time.

SECTION 1.2 Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

“Additional Grantor” means each Subsidiary of Holdings which hereafter becomes a Grantor pursuant to Section 7.18 (as required pursuant to Section 8.13 of the Credit Agreement).

“Administrative Agent” has the meaning assigned thereto in the Preamble to this Agreement.

“Agreement” means this Collateral Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Assignment of Claims Act” means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15 and 31 U.S.C. Section 3727), including all amendments thereto and regulations promulgated thereunder.

“Borrower” has the meaning assigned thereto in the Preamble to this Agreement.

“Collateral” has the meaning assigned thereto in Section 2.1.

“Collateral Account” has the meaning assigned thereto in Section 5.2.

“Control” means the manner in which “control” is achieved under the UCC with respect to any Collateral for which the UCC specifies a method of achieving “control”.

“Controlled Depository” has the meaning assigned thereto in Section 4.6.

“Controlled Intermediary” has the meaning assigned thereto in Section 4.6.

“Copyrights” means, collectively, all of the following owned by any Grantor: (a) all copyrights, works protectable by copyright, copyright registrations and copyright applications anywhere in the world, including, without limitation, those listed on Schedule 3.11 hereto, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present and future infringements of any of the foregoing, (d) the right to xxx for past, present and future infringements of any of the foregoing, and (e) all rights corresponding to any of the foregoing throughout the world.

“Copyright Licenses” means any agreement now or hereafter in existence naming any Grantor as licensor or licensee, including, without limitation, those listed in Schedule 3.11, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Effective Endorsement and Assignment” means, with respect to any specific type of Collateral, all such endorsements, assignments and other instruments of transfer reasonably requested by the Administrative Agent with respect to the Security Interest granted in such Collateral, and in each case, in form and substance reasonably satisfactory to the Administrative Agent.

“Excluded Assets” has the meaning assigned thereto in clause (ii) of the first proviso to Section 2.1.

“Excluded Deposit Account” means (a) any Deposit Account maintained by a Grantor solely for the purpose of funding payroll, taxes and other compensation and benefits to employees, (b) zero balance accounts maintained by a Grantor, (c) any Deposit Account used solely for escrow, customs or other fiduciary purposes, in each case, that solely contains property not beneficially owned by any Grantor, (d) any Deposit Account the balance of which is swept at the end of each Business Day into a Deposit Account subject to a Control Agreement, so long as such daily sweet is not terminated or modified (other than to provide that the balance in such Deposit Account is swept into another Deposit Account subject to a Control Agreement) without the consent of the Administrative Agent, or (e) any Deposit Account established by a Grantor with amounts on deposit that, when aggregated with the amounts on deposit in all other Deposit Accounts maintained by all Grantors for which Control Agreements have not been obtained (other than those specified in clauses (a) through (d)), do not exceed $1,000,000 at any time.

“Excluded Equity Interests” means any Equity Interests to the extent constituting Excluded Assets.

“Excluded Securities Account” means (a) any Securities Account maintained by a Grantor solely for the purpose of funding payroll, taxes and other compensation and benefits to employees, (b) any Securities Account used solely for escrow, customs or other fiduciary purposes, in each case, that solely contains property not beneficially owned by any Grantor, (c) any Securities Account the balance of which is swept at the end of each Business Day into a Securities Account subject to a Control Agreement, so long as such daily sweet is not terminated or modified (other than to provide that the balance in such Securities Account is swept into another Securities Account subject to a Control Agreement) without the consent of the Administrative Agent, or (d) any Securities Account established by a Grantor with amounts on deposit that, when aggregated with the amounts on deposit in all other Securities Accounts maintained by all Grantors for which Control Agreements have not been obtained (other than those specified in clauses (a) through (c)), do not exceed $1,000,000 at any time.

“Grantors” has the meaning assigned thereto in the Preamble of this Agreement.

“Intellectual Property” means, collectively, all of the following: (a) all systems software and applications software owned by any Grantor, all documentation for such software, including, without limitation, user manuals, flowcharts, functional specifications, operations manuals, and all formulas, processes, ideas and know-how embodied in any of the foregoing, (b) all concepts, discoveries, improvements and ideas, know-how, technology, reports, design information, trade secrets, practices, specifications, test procedures, maintenance manuals, research and development owned by any Grantor, (c) all Patents and Patent Licenses, Copyrights and

Copyright Licenses, Trademarks and Trademark Licenses, and (d) other licenses by or to any Grantor (except for any off-the-shelf software licenses) to use any of the items described in the foregoing clauses (a) and (b) to the extent not otherwise covered by the licenses described in the foregoing clause (c).

“Issuer” means any Subsidiary that is an issuer of any Equity Interests included in the Collateral (including, without limitation, any Issuer as defined in the UCC).

“Partnership/LLC Interests” means, with respect to any Grantor, the entire partnership interest, membership interest or limited liability company interest, as applicable, of such Grantor in each partnership, limited partnership or limited liability company owned by such Grantor, including, without limitation, such Grantor’s capital account, its interest as a partner or member, as applicable, in the net cash flow, net profit and net loss, and items of income, gain, loss, deduction and credit of any such partnership, limited partnership or limited liability company, as applicable, such Grantor’s interest in all distributions made or to be made by any such partnership, limited partnership or limited liability company, as applicable, to such Grantor and all of the other economic rights, titles and interests of such Grantor as a partner or member, as applicable, of any such partnership, limited partnership or limited liability company, as applicable, whether set forth in the partnership agreement or membership agreement, as applicable, of such partnership, limited partnership or limited liability company, as applicable, by separate agreement or otherwise.

“Patents” means collectively, all of the following owned by any Grantor: (a) all patents, all inventions and patent applications anywhere in the world, including, without limitation, those listed on Schedule 3.11, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages or payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to xxx for past, present and future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing throughout the world.

“Patent License” means all agreements now or hereafter in existence providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.11.

“Restricted Securities Collateral” has the meaning assigned thereto in Section 5.3.

“Secured Obligations” means the “Secured Obligations” as defined in the Credit Agreement.

“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“Security Interests” means the security interests granted pursuant to Article II, as well as all other security interests created or assigned as additional security for any of the Secured Obligations pursuant to the provisions of any Loan Document.

“Trademarks” means, collectively, all of the following of any Grantor: (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade styles, service marks, logos, other business identifiers, whether registered or unregistered, all registrations and recordings thereof, and all applications in connection therewith anywhere in the world, including, without limitation, those listed on Schedule 3.11, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to xxx for past, present or future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing (including the goodwill) throughout the world.

“Trademark License” means any agreement now or hereafter in existence providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.11.

“Vehicles” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title under the laws of any state, all tires and all other appurtenances to any of the foregoing.

SECTION 1.3 Other Definitional Provisions. Terms defined in the Credit Agreement and not otherwise defined herein shall have the meaning assigned thereto in the Credit Agreement. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (f) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (g) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (j) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”, (l) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document and (m)

where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

ARTICLE II

SECURITY INTEREST

SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants, pledges and collaterally assigns to the Administrative Agent, for the benefit of itself and the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in the following property, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, and wherever located or deemed located (collectively, after giving effect to the Excluded Assets, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations:

(a) all Accounts;

(b) all cash and currency;

(d) all Commercial Tort Claims identified on Schedule 3.9 (as updated from time to time);

(e) all Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) all Fixtures;

(i) all General Intangibles;

(j) all Instruments;

(k) all Intellectual Property;

(l) all Inventory;

(m) all Investment Property;

(n) all Letter-of-Credit Rights;

(o) all Vehicles;

(p) all other Goods not otherwise described above;

(q) all books and records pertaining to the Collateral; and

(r) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Accessions to any of the foregoing and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing;

provided, that the Security Interests granted herein shall not attach to, and the term “Collateral” shall not include (all of the following, “Excluded Assets”): (i) any Equity Interests issued by any Foreign Subsidiary in excess of sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Equity Interests of such Foreign Subsidiary (or, such greater percentage as would not result in adverse federal income tax consequences for Holdings or any other Grantor), (ii) any obligation or property of any kind due from, owed by or belonging to any Sanctioned Person, (iii) any intent-to-use trademark application prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or its resulting registration under applicable federal law, (iv) any Equity Interests to the extent that granting of a security interest thereon would be prohibited by Applicable Law, or (v)(A) any rights under any lease, instrument, contract or agreement of any Grantor, (B) any property subject to a purchase money security interest or similar arrangement or (C) any Equity Interests in any joint venture or non-Wholly-Owned Subsidiary, in each case under this clause (iv), to the extent that the granting of a security interest therein would (I) be prohibited by Applicable Law, (II) be prohibited or restricted under the express terms of such lease, instrument, contract or agreement, purchase money arrangement or joint venture or organizational documents governing such Equity Interests, or (III) result in a breach of the terms of, constitute a default under the express terms of or create a right of termination in favor of any party (other than Holdings or any Subsidiary) to any such lease, instrument, contract or agreement governing such right, any such purchase money arrangement, or any such joint venture or organizational documents governing such Equity Interests, unless (x) such prohibition, restriction, breach, default or right of termination is not enforceable or is otherwise rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law (including any Debtor Relief Laws) or principles of equity) or (y) consent to such security interest has been obtained from any applicable third party; provided further, that the foregoing proviso shall not affect, limit, restrict or impair the grant by any Grantor of a Security Interest in, and the term “Collateral” shall include, any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets); and provided further, that notwithstanding anything to the contrary contained in the foregoing two provisos, the Security Interests granted herein shall immediately and automatically attach to, and the term “Collateral” shall immediately and automatically include (and the term “Excluded Assets” shall no longer include) (1) any such intent-to-use trademark application upon the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto; (2) the rights under any such lease, instrument, contract or agreement, the property subject to any such purchase money arrangement, the Equity Interests in any such joint venture or non-Wholly-Owned Subsidiary at such time as the applicable prohibition, restriction, breach, default or right

of termination is no longer enforceable or effective or is waived or consent to such security interest has been obtained from any applicable third party; and (3) the Equity Interests in each such joint venture and non-Wholly-Owned Subsidiary at such time that all of the Equity Interests in such Person are owned by one or more Grantors.

Notwithstanding the foregoing, the payment and performance of the Obligations shall not be secured by any Hedge Agreement between any Grantor and any Secured Party.

SECTION 2.2 Provisions Relating to Equity Interests.

(a) Each Issuer party to this Agreement agrees to be bound by the terms of this Agreement relating to the Equity Interests issued by it and will comply with such terms insofar as such terms are applicable to it and consents to such pledge of such Equity Interests. In the case of each Grantor which is a partner in a partnership, such Grantor hereby consents to the extent required and the applicable partnership agreement (i) to the pledge by each other Grantor, pursuant to the terms hereof, of the pledged partnership interests in such partnership and (ii) upon the occurrence and during the continuance of an Event of Default, to the transfer of such pledged partnership interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member, manager or managing member of a limited liability company, such Grantor hereby consents to the extent required by the applicable limited liability company agreement (i) to the pledge by each other Grantor, pursuant to the terms hereof, of the pledged limited liability company interests in such limited liability company and (ii) upon the occurrence and during the continuance of an Event of Default, to the transfer of such pledged limited liability company interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member, manager or managing member, as applicable, of the limited liability company with all the rights, powers and duties of a member, manager or managing member of the limited liability company in question.

(b) No Grantor shall agree to any provision in, or amendment of, a limited liability company agreement or partnership agreement that adversely affects the perfection of the security interest of the Administrative Agent in any pledged partnership interests or pledged limited liability company interests pledged by such Grantor hereunder.

SECTION 2.3 Grantors Remain Liable. Anything herein to the contrary notwithstanding: (a) each Grantor shall remain liable to perform all of its duties and obligations under the contracts and agreements included in the Collateral to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent or any other Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Administrative Agent nor any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder, and (d) neither the Administrative Agent nor any other Secured Party shall have any liability in contract or tort for any Grantor’s acts or omissions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Secured Party that:

SECTION 3.1 Organization; Power; Qualification. Each Grantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except in the case of preceding clauses (b) and (c) to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.2 Authorization of Agreement; Compliance with Laws; Non Contravention. Each Grantor has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by the duly authorized officers of each Grantor, and this Agreement, upon execution, will constitute the legal, valid and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies The execution, delivery and performance by the Grantors of this Agreement does not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Grantor where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Grantor, (c) conflict with, result in a breach of or constitute a default under any Material Contract to which any Grantor is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Grantor other than Permitted Liens.

SECTION 3.3 Governmental Approvals. No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against any Grantor or any Issuer of this Agreement, except (a) as may be required by laws affecting the offering and sale of securities generally, (b) filings with the United States Copyright Office and/or the United States Patent and Trademark Office, (c) filings under the UCC and/or the Assignment of Claims Act and (d) approvals, consents, exemptions,

authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.4 Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6. The acceptance for filing of such financing statements and the filing of any necessary registrations, recordations and notices with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, is sufficient to perfect the Security Interests granted pursuant to this Agreement in that portion of the Collateral as comprises (a) Collateral under the UCC with respect to which a security interest may be perfected by filing of financing statements pursuant to the UCC and (b) Intellectual Property in which a security interest may be perfected by the filing of necessary registrations, recordations or notices thereof with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Upon such perfection, and, as applicable, the timely filing thereafter by the Administrative Agent of UCC continuation statements in the appropriate UCC filing office, such perfected security interest shall be prior to all other Liens, except Permitted Liens.

SECTION 3.5 Title, No Other Liens. Except for the Security Interests, each Grantor owns each item of the Collateral free and clear of any and all Liens or claims other than Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens.

SECTION 3.6 State of Organization; Locations of Inventory, Equipment and Fixtures; Other Information.

(a) The exact legal name of each Grantor is set forth on Schedule 3.6 (as such schedule may be updated from time to time pursuant to Section 4.3).

(b) Each Grantor is a Registered Organization organized under the laws of the state identified on Schedule 3.6 under such Grantor’s name (as such schedule may be updated from time to time pursuant to Section 4.3). The taxpayer identification number and, to the extent applicable, Registered Organization number of each Grantor is set forth on Schedule 3.6 under such Grantor’s name (as such schedule may be updated from time to time pursuant to Section 4.3).

(c) All Collateral consisting of Inventory, Equipment and Fixtures (whether now owned or hereafter acquired) is located at, or is in transit to, the locations specified on Schedule 3.6 (as such schedule may be updated from time to time pursuant to Section 4.3), other than Collateral that is disposed of in a transaction not prohibited by the Loan Documents.

(d) The mailing address, chief place of business, chief executive office and office where each Grantor keeps its books and records relating to the Accounts, Documents, General Intangibles, Instruments (other than bills of lading, bills of sale, or similar instruments) and Investment Property in which it has any interest is located at the locations specified on Schedule 3.6 under such Grantor’s name (as such schedule may be updated from time to time pursuant to Section 4.3). No Grantor has any other places of business (other than certain temporary

locations) except those separately set forth on Schedule 3.6 under such Grantor’s name (as such schedule may be updated from time to time pursuant to Section 4.3).

SECTION 3.7 Accounts. To the knowledge of the Grantors, no Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Collateral or otherwise except defenses, setoffs, claims or counterclaims that are not, in the aggregate, material to the value of the Accounts, taken as a whole. None of the Accounts is, nor will any hereafter arising Account be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

SECTION 3.8 Chattel Paper; Instruments; Negotiable Documents Letter-of-Credit Rights. Except as set forth on Schedule 3.8 (as such schedule may be updated from time to time pursuant to Section 4.4(c)(iv), Section 4.4(c)(v), Section 4.4(c)(vi) or Section 4.4(c)(vii)) no Grantor (a) holds or is the owner of any Chattel Paper having a value of in excess of $250,000, (b) holds any Instrument (other than bills of lading, bills of sale, or similar instruments) having a face amount in excess of $250,000, (c) holds any negotiable Document (other than bills of lading, bills of sale, or similar instruments) evidencing title to goods having a value in excess of $250,000 or (d) has any Letter-of-Credit Rights with respect to any letter of credit having a face amount in excess of $250,000.

SECTION 3.9 Commercial Tort Claims. All Commercial Tort Claims having a potential value in excess of $1,000,000 in which any Grantor is a plaintiff are listed on Schedule 3.9 (as such schedule may be updated from time to time pursuant to Section 4.4(c)(i)).

SECTION 3.10 Deposit Accounts and Securities Accounts. All Deposit Accounts (including, without limitation, cash management accounts that are Deposit Accounts and all Excluded Deposit Accounts), Securities Accounts (including, without limitation, cash management accounts that are Securities Accounts and all Excluded Securities Accounts) and lockboxes are listed on Schedule 3.10 (as such schedule may be updated from time to time pursuant to Section 4.4(c)(ii) or Section 4.4(c)(iii)).

SECTION 3.11 Intellectual Property.

(a) All United States Copyright registrations, Copyright applications, issued Patents, Patent applications, Trademark registrations and Trademark applications owned by any Grantor in its own name are listed on Schedule 3.11 or have been reported to the Administrative Agent pursuant Section 4.9(c).

(b) Except as set forth in Schedule 3.11, none of the Intellectual Property owned by any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor, except as could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.12 Reserved.

SECTION 3.13 Equity Interests.

(a) All Equity Interests (other than Excluded Equity Interests and Equity Interests carried in Securities Accounts) held directly by any Grantor (rather than indirectly through a Securities Intermediary) are listed on Schedule 3.13 (as such schedule may be updated from time to time pursuant to Section 4.4(c)(viii)).

(b) All Equity Interests issued by any Issuer to any Grantor and included in the Collateral (i) have been duly and validly issued and, if applicable, are fully paid and nonassessable, (ii) are beneficially owned as of record by such Grantor and (ii) constitute all the issued and outstanding shares or units of all classes of such Equity Interests of such Issuer issued to such Grantor.

(c) None of the Partnership/LLC Interests (i) are dealt in or traded on a Securities exchange or in Securities markets, (ii) by their terms expressly provide that they are Securities governed by Article 8 of the UCC, (iii) are Investment Company Securities or (iv) are held in a Securities Account.

ARTICLE IV

COVENANTS

Until the Secured Obligations (other than contingent indemnity obligations and cost reimbursement obligations not yet due) shall have been paid in full and the Commitments terminated, unless consent has been obtained in the manner provided for in Section 7.2, each Grantor covenants and agrees that:

SECTION 4.1 Maintenance of Perfected Security Interest; Further Information.

(a) Each Grantor shall take all action that the Administrative Agent may reasonably request in order for the Administrative Agent to maintain the Security Interest created by this Agreement as a first priority perfected (other than with respect to the Excluded Deposit Accounts and Letter-of-Credit Rights of which such Grantor is not required to provide the Administrative Agent Control pursuant to Section 4.6(b)) Security Interest (subject only to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (other than the holders of Permitted Liens); provided, that, notwithstanding anything contained herein to the contrary, no Grantor shall be required to make notations on the certificates of title or take any similar actions with respect to any Vehicles.

(b) Each Grantor will from time to time furnish to the Administrative Agent upon the Administrative Agent’s or any Lender’s reasonable request statements and schedules further identifying and describing the Collateral granted by such Grantor and such other reports in connection therewith as the Administrative Agent or such Lender may reasonably request, all in reasonable detail.

SECTION 4.2 Maintenance of Insurance. Each Grantor shall maintain insurance covering the Collateral in accordance with the provisions of Section 8.6 of the Credit Agreement.

SECTION 4.3 Changes in Locations; Changes in Name or Structure. No Grantor will, except upon 15 days’ prior written notice to the Administrative Agent (which time period may be

reduced by the Administrative Agent in its reasonable discretion by written notice to such Grantor) and delivery to the Administrative Agent of (a) all additional UCC financing statements or UCC financing statement amendments and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and (b) if applicable, a written supplement to Schedule 3.6 to this Agreement, change after the date hereof:

(i) its jurisdiction of organization;

(ii) its name, identity or corporate or organizational structure;

(iii) the location of its chief executive office or the location where any Grantor maintains its books and records relating to Accounts, Documents, General Intangibles, Instruments (other than bills of lading, bills of sale, or similar instruments) and Investment Property in which it has any interest from that identified on Schedule 3.6; or

(iv) the location of any Collateral consisting of Inventory, Equipment or Fixtures (whether now owned or hereafter acquired), other than Collateral that is in transit to a location on Schedule 3.6 or Collateral that is disposed of in a transaction not prohibited by the Loan Documents.

SECTION 4.4 Required Notifications. Each Grantor shall promptly notify the Administrative Agent, in writing, of (and in the case of clauses (c) and (d), such Grantor shall deliver to the Administrative Agent an updated or new Schedule 3.8, Schedule 3.10, Schedule 3.13 or Schedule 3.14, as applicable): (a) any Lien (other than the Security Interests or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder, (b) the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the Security Interests and (c) the acquisition, possession, establishment or ownership by such Grantor after the date hereof of any (i) Commercial Tort Claim in which any Grantor is a plaintiff having a potential value in excess of $1,000,000, (ii) any Deposit Account, (iii) any Securities Account, (iv) any Electronic Chattel Paper or Chattel Paper having a value in excess of $250,000, (v) any Instrument (other than bills of lading, bills of sale, or similar instruments) having a face amount in excess of $250,000, (vi) any negotiable Document (other than bills of lading, bills of sale, or similar instruments) evidencing title to goods having a value in excess of $250,000, (vii) any Letter-of-Credit Rights with respect to any letter of credit having a face amount in excess of $250,000 or (viii) any Certificated Securities, Uncertificated Securities or Partnership/LLC Interests evidenced by a certificate (other than Excluded Equity Interests).

SECTION 4.5 Delivery Covenants. Each Grantor will deliver (to the extent certificated) and pledge to the Administrative Agent, for the benefit of the Secured Parties, all Certificated Securities, Partnership/LLC Interests evidenced by a certificate, negotiable Documents (other than bills of lading, bills of sale, or similar instruments), Instruments (other than bills of lading, bills of sale, or similar instruments) (in excess of $250,000), and Tangible Chattel Paper (in excess of $250,000), in each case, other than the Excluded Assets or as otherwise acquired, possessed or owned by such Grantor and for which such Grantor is required to notify the

Administrative Agent of such Grantor’s acquisition, possession or ownership thereof pursuant to Section 4.4(c), in each case, together with an Effective Endorsement and Assignment and all Supporting Obligations, as applicable, in each case unless such delivery and pledge has been waived in writing by the Administrative Agent.

SECTION 4.6 Control Covenants.

(a) Each Grantor shall instruct (and otherwise use commercially reasonable efforts to cause) (i) each depositary bank holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (ii) each Securities Intermediary holding any Securities Account (other than Excluded Securities Accounts) owned by such Grantor, to execute and deliver a Control Agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account or Securities Account and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such Control Agreement, a “Controlled Depositary”, and any such Securities Intermediary executing and delivering any such Control Agreement, a “Controlled Intermediary”). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such Control Agreement, the Administrative Agent, in its sole discretion, may require that either (a) the applicable Deposit Account or Securities Account to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable, or (b) the balance from such Deposit Account be swept into a Deposit Account subject to a Control Agreement. After the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and all Securities Accounts (other than Excluded Securities Accounts) will be maintained with the Administrative Agent or with a Controlled Depository or a Controlled Intermediary, as applicable.

(b) Upon the request of the Administrative Agent, each Grantor will take such actions and deliver all such agreements as are reasonably requested by the Administrative Agent to provide the Administrative Agent with Control of (i) the Letter-of-Credit Rights identified on Schedule 3.8 (as updated from time to time in accordance with Section 4.4(c)(vii)), (ii) each Electronic Chattel Paper identified on Schedule 3.8 (as updated from time to time in accordance with Section 4.4(c)(iv)), and (iii) each Uncertificated Security acquired, possessed or owned by such Grantor for which Grantor is required to notify the Administrative Agent of such Grantor’s acquisition, possession or ownership thereof pursuant to Section 4.4(c), including, without limitation, with respect to any such Electronic Chattel Paper, by having the Administrative Agent identified as the assignee of the Record(s) pertaining to the single authoritative copy thereof.

SECTION 4.7 Filing Covenants. Pursuant to Section 9-509 of the UCC and any other Applicable Law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the Security Interests of the Administrative Agent under this Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Collateral granted

herein, including, without limitation, describing such property as “all assets” or “all personal property.” .

SECTION 4.8 Accounts.

(a) Other than in the ordinary course of business consistent with its past practice or as otherwise determined to be commercially reasonable, no Grantor will (i) grant any extension of the time of payment of any Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Account Debtor, or (iv) amend, supplement or modify any Account in any manner that could reasonably be likely to adversely affect the value thereof, except where such extension, compromise, settlement, release, credit, discount, amendment, supplement or modification could not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.

(b) Reserved.

SECTION 4.9 Intellectual Property.

(a) Except as consistent with reasonable and customary business practices and as otherwise could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through licensees) (i) will use each registered Trademark (owned by such Grantor) and Trademark for which an application (owned by such Grantor) is pending, to the extent reasonably necessary to maintain such Trademark in full force free from any claim of abandonment for non-use with respect to those goods or services actually offered under the Trademark, (ii) will generally maintain products and services offered under such Trademark at a level substantially consistent with the quality of the products and services of such Grantor as of the date hereof, (iii) will not (and will not permit any licensee or sublicensee thereof to) knowingly do any act or omit to do any act whereby such Trademark could reasonably be expected to become invalidated or impaired in any material way, (iv) will not knowingly do any act or omit to do any act whereby any issued Patent (owned by such Grantor) would reasonably be expected to become forfeited, abandoned or dedicated to the public, (v) will not (and will not permit any licensee or sublicensee thereof to) knowingly do any act or omit to do any act whereby any registered Copyright (owned by such Grantor) or Copyright for which an application is pending (owned by such Grantor) could reasonably be expected to become invalidated or otherwise impaired in any material way, and (vi) will not knowingly do any act whereby any material portion of such Copyright may fall into the public domain.

(b) Except as consistent with reasonable and customary business practices and as otherwise could not reasonably be expected to have a Material Adverse Effect, each Grantor will notify the Administrative Agent and the Lenders promptly if it knows, or has reason to know, that any application or registration relating to any Intellectual Property owned by such Grantor may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country, but excluding any examination of an application to register any Patent or Trademark by the United States Patent and Trademark Office or Copyright by the United States Copyright Office) regarding such Grantor’s ownership

of, or the validity of, any Intellectual Property owned by such Grantor or such Grantor’s right to register the same or to own and maintain the same.

(c) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within fifteen Business Days (which time period may be extended by the Administrative Agent in its sole discretion by written notice to such Grantor) after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent, for the benefit of the Secured Parties, in any material Copyright, Patent or Trademark and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby.

(d) Except as consistent with reasonable and customary business practices and as otherwise could not reasonably be expected to have a Material Adverse Effect, each Grantor will take such actions as such Grantor shall reasonably deem appropriate under the circumstances, at such Grantor’s sole cost and expense and in such Grantor’s sole discretion, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration where reasonably possible) and to maintain each registration of the Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, as applicable and permissible.

(e) In the event that any material Intellectual Property owned by a Grantor is infringed, misappropriated or otherwise violated by a third party, the applicable Grantor shall (i) at such Grantor’s sole cost and expense, take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns of such infringement, misappropriation or violation.

SECTION 4.10 Equity Interests.

(a) Without the prior written consent of the Administrative Agent, no Grantor will (i) vote to enable, or take any other action to permit, any applicable issuer to issue any Equity Interests, except for those additional Equity Interests that will be subject to the Security Interest granted herein in favor of the Administrative Agent, for the benefit of the Secured Parties, or (ii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any Equity Interests or Proceeds thereof, in each case of (i) and (ii), other than Excluded Equity Interests, The Grantors will defend the right, title and interest of the Administrative Agent in and to any Equity Interests against the claims and demands of all Persons whomsoever.

(b) If any Grantor shall become entitled to receive or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of any Equity Interests included in the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties, segregated from other funds of such Grantor, and promptly deliver the same to the Administrative Agent, on behalf of the Secured Parties, in accordance with the terms hereof.

SECTION 4.11 Reserved.

SECTION 4.12 Further Assurances. Upon the request of the Administrative Agent and at the sole expense of the Grantors, each Grantor will promptly and duly execute and deliver (or cause to be executed and delivered), and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law in connection with the obtaining of any consent, approval, registration, qualification, or authorization of any Person deemed necessary or appropriate for the effective exercise of any rights under this Agreement.

SECTION 4.13 Burdensome Requirements. Notwithstanding anything to the contrary in this Article IV, if the Administrative Agent and the Borrower reasonably agree that the cost associated with any of the actions in Section 4.5 or Section 4.6 is excessive or disproportionate to the benefit to the Secured Parties of the security to be afforded thereby, then the Administrative Agent may waive or indefinitely defer the Grantors’ obligations to perform any or all of such actions. Notwithstanding anything else contained in this Agreement to the contrary, the Administrative Agent’s security interest in the Collateral consisting of (x) Inventory in transit, which may or may not be subject to a xxxx of lading, and (y) bills of lading, bills of sale, or similar instruments, shall not be perfected by any actions other than filing appropriate UCC financing statements in the appropriate filing offices.

ARTICLE V
REMEDIAL PROVISIONS

SECTION 5.1 General Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands,

defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession, quiet enjoyment and the like. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold; provided that the Administrative Agent shall conduct any such private sale in a commercially reasonable manner. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by Applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages, or demands are determined by a court of competent jurisdiction by final nonappealable judgment to have resulted solely from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

SECTION 5.2 Specific Remedies.

(a) The Grantor shall continue to collect Grantor’s Accounts; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default.

(b) Upon the occurrence and during the continuance of an Event of Default:

(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties;

(ii) upon the reasonable request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative Agent;

(iii) whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within three (3) Business Days of such receipt, deposit all such items of payment into a cash collateral account at the Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;

(iv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property or Partnership/LLC Interests included in the Collateral or other Proceeds paid in respect of any Investment Property or Partnership/LLC Interests included in the Collateral, and any or all of such Investment Property or Partnership/LLC Interests may, at the option of the Administrative Agent and the Secured Parties, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property or Partnership/LLC Interests at any meeting of shareholders, partners or members or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Investment Property or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer thereof upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Agreement with respect to all Investment Property and Partnership/LLC Interests included in the Collateral and to receive all dividends and other distributions which it may be entitled to receive under this Agreement with respect to such Investment

Property and Partnership/LLC Interests, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote upon the occurrence and the continuance of an Event of Default all or any part of such Investment Property or Partnership/LLC Interests held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such Investment Property or Partnership/LLC Interests would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective automatically and without the necessity of any action (including any transfer of such Investment Property or Partnership/LLC Interests on the record books of the issuer thereof) by any other Person (including the issuer of such Equity Interests or any officer or agent thereof) during each period of time that an Event of Default has occurred and is continuing. Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Administrative Agent by such Grantor pursuant to the preceding sentence with respect to the Investment Property or Partnership/LLC Interests held by such Grantor is coupled with an interest and shall be exercisable by the Administrative Agent during each period of time that an Event of Default has occurred and is continuing, regardless of the length of any such period of time. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer with respect to any Collateral consisting of Equity Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to any Equity Interests directly to the Administrative Agent; and

(v) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.

(c) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall continue to receive all cash dividends, payments or other distributions made in respect of any

Investment Property or Partnership/LLC Interests included in the Collateral, in each case paid in the normal course of business of the relevant issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to such Investment Property and Partnership/LLC Interests.

SECTION 5.3 Registration Rights.

(a) If the Administrative Agent shall determine that in order to exercise its right to sell any or all of the Collateral it is necessary or advisable to have such Collateral registered under the provisions of the Securities Act (any such Collateral, the “Restricted Securities Collateral”), the relevant Grantor will cause each applicable Issuer (and the officers and directors thereof) to (i) execute and deliver all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Restricted Securities Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Restricted Securities Collateral, or that portion thereof to be reasonably sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause each applicable Issuer (and the officers and directors thereof) to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of the Securities Act.

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Restricted Securities Collateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not, solely as a result of the restricted nature of such sale, be deemed to have been made in a non-commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Restricted Securities Collateral for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so; provided that any private sale shall be conducted by the Administrative Agent in a commercially reasonable manner.

(c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Restricted Securities Collateral valid and binding and in compliance with any and all other Applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.3 will cause irreparable injury to the Administrative Agent and the other Secured

Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.3 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

SECTION 5.4 Application of Proceeds. If an Event of Default shall have occurred, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of the Collateral or any Proceeds of the Collateral in payment in whole or in part of the Secured Obligations (after deducting all reasonable and documented costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements) in accordance with Section 10.4 of the Credit Agreement. Only after (i) the payment by the Administrative Agent of any other amount required by any provision of Applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the UCC and (ii) the payment in full of the Secured Obligations (other than contingent indemnification obligations and cost reimbursement obligations not then due) and the termination of the Commitments, shall the Administrative Agent account for the surplus, if any, to any Grantor, or to whomever may be lawfully entitled to receive the same (if such Person is not a Grantor).

SECTION 5.5 Waiver, Deficiency. Each Grantor hereby waives, to the extent permitted by Applicable Law, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Applicable Law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any other Secured Party to collect such deficiency.

ARTICLE VI

THE ADMINISTRATIVE AGENT

SECTION 6.1 Appointment of Administrative Agent as Attorney-In-Fact.

(a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, effective upon the occurrence and continuance of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives each of the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent

by such Grantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent was the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the

Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Security Interests of the Secured Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a).

(c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released.

SECTION 6.2 Duty of Administrative Agent. The sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the interests of the Administrative Agent and the other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment.

SECTION 6.3 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no

Grantor shall be under any obligation, or entitlement to make any inquiry respecting such authority.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Notices. All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 12.1 of the Credit Agreement; provided that notices and communications to the Grantors shall be directed to the Grantors, at the address of the Borrower set forth in Section 12.1 of the Credit Agreement.

SECTION 7.2 Amendments, Waivers and Consents. None of the terms or provisions of this Agreement may be amended, supplemented or otherwise modified, nor may they be waived, nor may any consent be given, except in accordance with Section 12.2 of the Credit Agreement.

SECTION 7.3 Expenses, Indemnification, Waiver of Consequential Damages, etc.

(a) The Grantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement.

(b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement.

(c) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by Applicable Law, no Grantor or Indemnitee shall assert, and hereby each Grantor and Indemnitee hereby waives, any claim against any Grantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents.

(e) No Grantor or Indemnitee referred to in this Section 7.3 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement, or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit

Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents.

(f) All amounts due under this Section 7.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

SECTION 7.4 Right of Set Off. If an Event of Default shall have occurred and be continuing, each Secured Party and each of its respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Secured Party or any such Affiliate to or for the credit or the account of such Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement or any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement to such Secured Party irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement and although such obligations of such Grantor may be contingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Secured Party and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set off) that such Secured Party or its respective Affiliates may have. Each Secured Party agrees to notify such Grantor and the Administrative Agent promptly after any such set off and application; provided that the failure to give such notice shall not affect the validity of such set off and application.

SECTION 7.5 Governing Law; Jurisdiction; Venue; Service of Process.

(a) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Submission to Jurisdiction. Each Grantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any other Secured Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.1 of the Credit Agreement. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

(e) Appointment of the Borrower as Agent for the Grantors. Each Grantor hereby irrevocably appoints and authorizes the Borrower to act as its agent for service of process and notices required to be delivered under this Agreement or under the other Loan Documents, it being understood and agreed that receipt by the Borrower of any summons, notice or other similar item shall be deemed effective receipt by each Grantor and its Subsidiaries.

SECTION 7.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SECTION 7.7 Reserved.

SECTION 7.8 No Waiver By Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.2), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No delay or failure to take action on the part of the Administrative Agent or any other Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The enumeration of the rights and remedies of the Administrative Agent and the other Secured Parties set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the other Secured Parties of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise.

SECTION 7.9 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; except that no Grantor may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and the other Lenders (except as otherwise provided by the Credit Agreement).SECTION 7.10 Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the other Secured Parties are entitled under the provisions of Section 7.3 and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the other Secured Parties against events arising after such termination as well as before.SECTION 7.11 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.SECTION 7.12 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.SECTION 7.13 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any document or instrument delivered in connection herewith by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.SECTION 7.14 Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement or any other Loan Document and those of the Credit Agreement, the provisions of the Credit Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the other Secured Parties in any other Loan Document shall not be deemed a conflict with this Agreement.SECTION 7.15 Advice of Counsel; No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

SECTION 7.16 Acknowledgements.

(a) Each Grantor hereby acknowledges that:

(i) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(ii) it has received a copy of the Credit Agreement and has reviewed and understands same;

(iii) neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(iv) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby or thereby among the Secured Parties or among the Grantors and the Secured Parties.

(b) Each Issuer party to this Agreement acknowledges receipt of a copy of this Agreement and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. Each Issuer party to this Agreement agrees to provide such notices to the Administrative Agent as may be necessary to give full effect to the provisions of this Agreement.

SECTION 7.17 Releases.

(a) At such time as the Secured Obligations shall have been paid in full in cash and the Commitments have been terminated (other than (1) contingent indemnification obligations and cost reimbursement obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on such Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary of the Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the reasonable expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Borrower shall have delivered to the Administrative Agent, at least 5 Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and a description of the sale or other disposition in reasonable detail, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

SECTION 7.18 Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 8.13 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 7.19 All Powers Coupled With Interest. All powers of attorney and other authorizations granted to the Secured Parties, the Administrative Agent and any Persons designated by the Administrative Agent or any other Secured Party pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Secured Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

BOOT BARN HOLDING, INC., as Grantor


By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Financial Officer and Secretary


BOOT BARN, INC., as Grantor and Issuer


By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Financial Officer and Secretary

[Signature Pages Continue]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent


By:	/s/ Xxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxx
	Title:	Vice President

SCHEDULE 3.6

Collateral Agreement

Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office; Locations of Inventory, Equipment and Fixtures; Locations of Books and Records

Exact Legal Name	Jurisdiction of Organization	Taxpayer Identification Number, Registered Organization Number	Mailing Address, Chief Executive Office	Locations of Inventory, Equipment, Fixtures, Books, and Records
Boot Barn Holdings, Inc.	Delaware	00-0000000	15776 Laguna Canyon Road, Irvine, CA 92618	[See Attached.]
Boot Barn, Inc.	Delaware	00-0000000	15776 Laguna Canyon Road, Irvine, CA 92618	[See Attached.]

Locations of Inventory, Equipment and Fixtures; Locations of Books and Records

(i) Inventory Locations

1. 600 Xxxxx Xxxxxx, Xxxxxx, XX.

2. 6500 Xxxxxxx Xxxx., Xxxxxxx, XX 00000.

3. 1400 Xxxx 0xx Xx., Xxxxxx, XX 00000.

4. 460 Xxxxxxxx Xxxx., Xxx Xxxxxxxxxx, XX.

5. 27000 Xxxxxx Xxx, Xxxxxx Xxxxxxx, XX.

6. 3300 Xxxxx, Xxxxxxxxx, XX.

7. 18000 Xxxxxxxxx Xxxx., Xxxxxxxx, XX.

8. 23000-X Xxxxxxx Xxxx, Xxxx Xxxxxx, XX 00000.

9. 650 Xxxx Xxxxx Xxx, Xxx Xxxxx, XX.

10. 2400 Xxxxx Xxx, Xxxxxxxxx, XX 00000.

11. 850 Xxxxxx Xxxxxx, Xx Xxxxx, XX.

12. 4400 Xxxxxxx Xxxxxx, Xxx. 000, Xxx Xxxxx, XX 00000.

13. 27000 Xxxxxxx Xxx, Xxxx. X & X, Xxxxxxxx, XX.

14. 13000 Xxxx Xxxxxx, Xxx. X & X, Xxxxxxxxxxx, XX 00000.

15. 43000 00xx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000.

16. 1300 Xxxxxx Xx., Xxxx Xxxxxx, XX.

17. 7200 Xxx Xxxxx Xxxx Xxxxx, Xxx Xxxxx, XX 00000.

18. 3400 Xxxxxxx, Xxx Xxxxxxxx, XX.

19. 7000 Xxxxxxx Xxxxxx Xxxx., Xxxxxx Xxxx, XX 00000.

20. 6600 Xxxxxx XX, Xxxxxxxxxxx, XX.

21. 6300 X. Xxxxxx, Xxx Xxxxx, XX 00000.

22. 4200 Xxxx Xxxxxxx Xxxx, Xxx Xxxxx, XX 00000.

23. 3900 Xxxx Xxxxx Xxxx., Xxxxxxxxxxx, XX 00000.

24. 12000 Xxxxxxxx Xxxx, Xxx Xxxxxx, XX 00000.

25. 330 0xx Xxxxxx, Xxxxxxx, XX 00000.

26. 100 Xxxxx Xxxxxxxx, Xxxxx Xxxxx, XX 00000.

27. 3300 X. Xxxxxxxx Xxxx Xxxx #X0, Xxxxxxx, XX.

28. 4600 Xxxxxxx Xxx, Xxxxxxxxx, XX 00000.

29. 7900 Xxxx Xxxxx Xxxxx Xxxxx, Xxx 0, Xxxxxxxx, XX 00000.

30. 1700 X. Xxxx Xxxxxx Xx., Xxxx, XX 00000.

31. 600 Xxxxxx Xxxxxx, Xxxx X — X, Xxxx Xxxx, XX 00000.

32. 4400 Xxxxxxx Xxxxx, Xxx. 000, Xxxxxxx, XX.

33. 960 0xx Xx., Xxxxx 000, Xxxxx, XX 00000.

34. 10000 X. Xxxxxxxx Xxxx., Xxx Xxxxx, XX 00000-0

35. 1700 Xxxxxxxxxx Xx., Xxxxxx, XX 00000-0000.

36. 3300 Xxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000.

37. 1700 Xxxxxxx #000, Xxxxxxxx, XX 00000.

38. 280 Xxxx Xxxx Xxxxxx, Xxxxxx, XX 00000

39. 2200 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000.

40. 1400 Xxxxx Xxxx Xxxxxx, Xxxxxx X0-X0, Xxxxx Xxxx, XX 00000.

41. 1400 X. Xxxxx Xxxx, Xxxxxxx, XX 00000

42. 1200 X. Xxxxxx, Xxxxxx Xxxx, XX 00000.

43. 3300 Xxxxxxx Xxxx, Xxxx, XX 00000.

44. 2500 Xxxxxxxxx Xx., Xxxxx, XX 00000-0000

45. 3700 Xxxxx 00xx Xxxxxx, Xxxxxx, XX.

46. 3700 Xxxxx Xxxxxx Xxxx, Xxxxxx, XX.

47. 6700 Xxxx Xxxxxxxx, Xxxxxx, XX 00000.

48. 280 Xxxx Xxxxxxxx, Xxxxxxx, XX 00000.

49. 240 Xxxx 00xx Xxxxxx, Xxxx, XX 00000.

50. 7300 Xxx Xxx, Xxxxxxxx Xxxxxx, XX 00000.

51. 700 X. Xxxxxxx, Xxxxx 0000, Xxx Xxxxxx, XX 00000.

52. 2700 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000.

53. 2200 Xx Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx Xxxxx, XX 00000.

54. 1900 X. Xxxxxx Xx., Xxxxxxxx, XX 00000.

55. 4400 Xxxxx Xxxxx Xxxxxxxx Xxxx, Xxxx Xxx, XX 00000.

56. 800 Xxxxx XX Xxxxxxx 000, Xxxxxx, XX.

57. 10000 Xxxxxxxx Xxxx, XX, Xxxxxx 00 & 00, Xxxxxxxxxxx, XX 00000.

58. 4200 Xxxxxxxxx Xxxx, Xxxxx Xx, XX 00000.

59. 4600 X. Xxxx, Xxxxxxxxxx, XX 00000

60. 6200 Xxx Xxxxx Xxxx., XX, Xxxxxxxxxxx, XX 00000

61. 1500 Xxxxxxx Xxx., Xxxxxxxx, XX.

62. 4500 Xxxxxxxx Xxxx Xx., Xxxxxxxx, XX.

63. 150 Xxxxx Xxxxx, Xxxxxxx, XX.

64. 1600 Xxxxxxxx Xx., Xxxx, XX.

65. 1600 Xxxxxx Xx., Xxxx Xxxxxxx, XX.

66. 150 Xxxxx Xxxx, Xxxxxxxx, XX.

67. 3500 X. 0xx Xxxxxx, Xxxxxx, XX.

68. 2600 X. Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX.

69. 720 X. Xxxxxxx, Xxxxxxxx, XX.

70. 1800 Xxxxxxxx Xxxx., Xxxxxxxx, XX.

71. 840 Xxxx Xxxxxxxx, Xxxxxxx, XX.

72. 1900 X. Xxxxx, Xxxx, XX.

73. 1400 X. Xxxxxxxxxx Xxxx., Xxxxxxxxxx, XX 00000.

74. 320 Xxxxx 00xx Xxxxxx Xxxx, Xxx #0, Xxxxxxxx, XX 00000.

75. 830 X. Xxxxxx Xxx Xxx, Xxxxxxx, XX 00000

76. 5700 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx, XX 00000

77. 2400 Xxxxxxx 0 & 00, Xxxxx Xxxxxxxx, XX 00000

78. 10000 Xxxxx Xxxxx, Xxxxx #000, Xxxxxx Xxxxxxx, XX 00000

79. 15000 Xxxxxx Xxxxxx Xxxx, Xxxxxx, XX 00000 (Corporate)

80. 15000 Xxxxxx Xxxxxx Xxxx, Xxxxxx, XX 00000 (Corporate)

81. 2700 Xxxx Xxxxxx, Xxxxxx, XX 00000 (Corporate Warehouse)

82. 4400 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000

83. 2200 XX 0xx Xxxxxx, Xxxx, XX

84. 840 Xxxxxx Xxxx, Xxxxxxx, XX 00000

85. 1100 XX Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000

86. 5300 Xxxxx Xxxxxxx Xxxx Xxxxx, Xxxxxxxxx, XX 00000

87. 1100 Xxxxxxx Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxx 00000

88. 8500 X. Xxxxxxxx Xxxx, Xxxxx, XX 00000

89. 1000 Xxxxxxxxxx Xxxxxx Xxxx., Xxxxxxx, XX 00000

90. 1600 0xx Xxxxxx Xxxx Xxxx 0, Xxxxxxxxx, XX 00000

91. 1100 Xxxxx Xxxxxx, Xxxxx Xxxx, XX 00000

92. 51000 Xxx 0, Xxx 000, Xxxxxxxx Xxxxxxx, XX

93. 2200 X.X. 00 Xxxxxx, Xxxxx, XX 00000

94. 2500 Xxxxx X.X. Xxxxxxx 000/00, Xxxxxxxxx, XX 00000

95. 240 Xxxx Xxxxxx Xxxx, Xxxxxxxxxxxxxx, XX

96. Mall of America, 380 X. Xxxxxx, Xxx. #X000, Xxxxxxxxxxx, XX

97. 3400 XX Xxxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000

98. Gurnee Xxxxx Mall, 6100 Xxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000

99. Kirkwood Mall, 630 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000

100. North Park Mall, 320 Xxxx Xxxxxxxx Xx, Xxx. 000, Xxxxxxxxx, XX

101. Valley West Mall, 1500 Xxxxxx Xxxx Xx. #000, Xxx Xxxxxx, XX

102. 240 Xxxxxxxx Xxxx., Xxxxxx Xxxx, XX 00000

103. West Acres Mall, 3900 00xx Xxxxxx XX, #000X, Xxxxx, XX

104. 3100 Xxxxx Xxx Xxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000

105. Columbia Mall, 2800 X. Xxxxxxxx Xx ., Xxxxx Xxxxx, XX

106. Crossroad Center, 4200 Xxxxxxxx Xx. X., Xx. Xxxxx, XX

107. Soxxxxxx Xxxxx Xxxx, 0000 Xxxxxxxx Xx.,#000, Xxxxx Xxxx, XX

108. 1200 00xx Xxxxxx XX, Xxx 00, Xxxxx, XX 00000

109. Oakwood Mall, 4800 Xxxx Xxxx, Xxx 000, Xxx Xxxxxx, XX 00000

110. Eastland Mall, 800 X. Xxxxx Xxxxx Xxxx, #000, Xxxxxxxxxx, XX

111. 8100 Xxxxxx Xxxx, Xxx 000, Xxxxxxxxx, XX 00000

112. 3100 Xxxxx 00xx Xxxxxx, Xxxxxxxx, XX 00000

113. 2800 X. 00xx Xxxxxx, Xxxxx Xxxxx, XX

114. Opry Xxxxx Mall, 400 Xxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000

115. 8100 Xxxxxxx Xxxxx Xxxx. #000, Xxxxxxx, XX 00000

116. 2400 X. Xxxxxxxx Xxxx., Xxxxxxxxx, XX 00000

117. 10000 Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000

118. 10000 Xxxxxxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxx 00000

119. 10000 Xxxxxxxxxx, Xxxxx X, Xxxxxx, Xxxxx 00000

120. 4600 Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000

121. 2300 Xxxxxxx 00 Xxxxx, Xxxxxxxxx, Xxxxx 00000

122. 620 Xxx Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxx 00000

123. Suite #4, 3800 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxx 00000

124. 4500 Xxxxx Xxxxxxxx, Xxxxx, Xxxxx 00000

125. 1000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000

126. 110 Xxx. Xxxxxxxxx, Xxxx., Xxxxxxxxxx, Xxxxx 00000

127. 1300 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx 00000

128. 320 X. Xxxxxxx Xx., Xxxxxx, Xxxxx 00000

129. 720 X. Xxxxx Xxxxx, Xxxxx 0000, Xxxxx, Xxxxx, 00000

130. 850 X. Xxxx Xxxxxx, Xxxxx, Xxxxx 00000

131. 1900 X. Xxxxxxx Xx., Xxxxxx, Xxxxx 00000

132. 3400 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000

133. 2400 Xxxxxx Xxxx, Xxxxxxxx, Xxxxx 00000

134. 28000 Xxxxxxxxx Xxx, Xxxxxxxxx, Xxxxx 00000

135. 120 Hwy 330 X 0, Xxxx Xxxxxxx, Xxxxx 00000

136. 3200 Xxxxx Xxx 00 Xxxxx 000, Xxxxxxx, Xxxxx 00000

137. 4100 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxx 00000

138. 1200 Xxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxx 00000

139. 240 X. Xxx Xxxx, Xxxx, Xxxxx 00000

140. 8100 Xxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxx, Xxxxx 00000

141. 1100 X. Xxxxxxxx Xxxx., Xxxxxxxx, Xxxxx 00000

142. 2900 Xxxx Xxxxx Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000

143. 3100 Xxxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxx 00000

144. Space No. 6501, Alexandria Mall, 3400 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000

145. 10000 Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000

146. 3300 Xxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000

147. 9700 XX 0000, Xxxxxx, Xxxxx 00000

148. 24000 Xxxx Xxxxxxx, Xxxx, Xxxxx 00000

149. 6500 Xxxxx Xx., Xxxxxxx, Xxxxx 00000

150. 120 XxxxxXxxxx Xxxx, Xxxxx 0, Xxxxxxx, Xxxxxxxxx 00000

151. Rayzor Ranch Marketplace, Denton, Texas

154. 1900 Xxxxx 00xx Xxxx, Xxxxx, XX 00000

155. 3600 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000

156. 8600 Xxxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000

157. 2600 X. 00xx Xxxxxx, Xxxxxxx, XX 00000

158. 2000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000

159. Fallschase Shopping Center, Xxxxxxxxxxx, XX 00000

160. 000 X. Xxxx Xxxxxx, Xxxxxxx, XX 00000

161. 0000 XX Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000

162. 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000

163. 0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, XX 00000

164. 00 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000

165. 00000 Xx Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, XX

166. 000 Xxxxxxxx, Xxxxxxxxx, XX 00000

167. 0000 Xxxxx Xxxxx, Xxx. 0X, Xxx Xxxxx, XX 00000

168. 000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx. 00, Xxxxxxx-Xxxxx, XX 00000

169. 0000 Xxxx Xxxx Xxxxxx, Xxxxx 00X, Xxxxxx, XX 00000

170. 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000

171. Alamance Crossing Xxxx Xxxxxxxx Xxxxxx

Xxxxxxxxxx Xxxxx & X-00, Xxxxxxxxxx, XX.

172. 00000 Xxxxxxx 000, Xxxxxxx, XX 00000

173. X.X. 00X & Xxxxxxxxxx 00, Xxxxxxx, XX 00000

174. 00000 X. 000xx Xxxxxx, Xxxxxx, XX 00000

175. 0000 X. Xxxxxxx 00, Xxxxxx, XX 00000

176. 0000 Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000

177. 0000 Xxxx Xxxxxxx 00, Xxxxxx, XX 00000

178. 000 Xxxxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000

179. 0000 Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, XX 00000

180. 000 Xxxxxxxxxx Xxxx., Xxx. 000, Xxxxxxxxx, XX 00000

181. 0000 X. Xxxxxx Xxxx, #0, Xxxxxx, XX 00000

182. Polaris Pointe Shops, Xxxxxxxx Xxxxxxx, XX 00000

183. 000 X. Xxxxxxxxx Xxxxx, Xxxxxx, XX 00000

184. The Shoppes at Southport West, Omaha, NE

185. The Marketplace, Council Bluffs, IA

186. Glade Park Shopping Center, Euless, TX

187. Xxxx Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX

000. 0000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxx, XX 00000

From time to time certain equipment, including, without limitation, motor vehicles and computers, may be offsite in the ordinary course of business.

SCHEDULE 3.8

Collateral Agreement

Chattel Paper; Instruments; Negotiable Documents; Letter-of-Credit Rights

None.

SCHEDULE 3.9

to
Collateral Agreement

Commercial Tort Claims

None.

SCHEDULE 3.10

to
Collateral Agreement

Deposit Accounts and Securities Accounts

Grantor	Financial Institution	Account Number	Account Purpose
Boot Barn Holdings Inc.	PNC Bank	0000000000	Funding Account
Boot Barn, Inc.	PNC Bank	8026 263 008	Funding Account
Boot Barn, Inc.	PNC Bank	8026 263 016	Internet Credit Cards
Boot Barn, Inc.	PNC Bank	8026 263 024	Store Credit Cards
Boot Barn, Inc.	PNC Bank	8026 263 032	Wire Transfers and Other Deposits
Boot Barn, Inc.	PNC Bank	8026 587 707	RCC Collection
Boot Barn, Inc.	PNC Bank	8026 587 715	RCC Credit Card
Boot Barn, Inc.	City National Bank	004 342 925	Payroll
Boot Barn, Inc.	Xxxxx Fargo Bank	562-0000000	Store Cash and Check deposits
Boot Barn, Inc.	BBVA Compass	6712231538	Store Cash and Check deposits
Boot Barn, Inc.	Chase Bank	220386039	Store Cash and Check deposits

SCHEDULE 3.11

to
Collateral Agreement

Intellectual Property

1. The listing of Registered Trademarks (as defined in the Collateral Agreement) should include: (a) the Trademark; (b) Registration Number or Serial Number; and (c) the Owner of Record.

See attached.

2. The listing of Trademark Licenses (as defined in the Collateral Agreement) should include: (a) Name of Licensee/Licensor; and (b) Date.

None.

3. The listing of Patents (as defined in the Collateral Agreement) should include: (a) Country; (b) Patent Number or Application Number; (c) Title of Invention; and (d) the Owner of Record.

None.

4. The listing of Patent Licenses (as defined in the Collateral Agreement) should include: (a) Name of Licensee/Licensor; and (b) Date.

None.

5. The listing of Registered Copyrights (as defined in the Collateral Agreement) should include: (a) Registration Number; (b) Title as listed in Registration; and (d) the Copyright Claimant.

None.

6. The listing of Copyright Licenses (as defined in the Collateral Agreement) should include: (a) Name of Licensee/Licensor; and (b) Date.

None.

Listing of Trademarks

Xxxx	Registration number Registration date	Application number	Current Owner
BOOT BARN	2,307,397 01/11/2000	75/579,578	Boot Barn, Inc.

	3,696,624 10/13/2009	77/467,382	Boot Barn, Inc.

WESTERN WAREHOUSE	1,197,321* 06/08/1982	73,229,113	Boot Barn, Inc.

WESTERN WAREHOUSE	1,786,004 08/03/1993	74/334,293	Boot Barn, Inc.

CORRAL WEST	3,135,148 8/29/2006	78/569,082	Boot Barn, Inc.

CORRAL WEST RANCHWEAR	3,135,156 08/29/2006	78/569,628	Boot Barn, Inc.

CWR WORKWEAR DEPOT	CANCELED

CWR	CANCELED

XXXX XXXXX	1,818,497 01/25/1994	74/209,357	Boot Barn, Inc.

JOB SITE	2,193,695 10/06/1998	75/346,364	Boot Barn, Inc.

AMERICAN WORKER HEAD TO TOE WORK WEAR	3,941,630 04/05/2011	77/891,409	Boot Barn, Inc.

SHYANNE	3,615,901 05/05/2009	77/584,307	Boot Barn, Inc.

STINKY BOOT	4247245 11/20/2012	85/465,810	Boot Barn, Inc.

	N/A	85722240	Boot Barn, Inc.

	N/A	85718520	Boot Barn, Inc.

RCC WESTERN STORES	3,676,190 9/01/2009	77673023	Boot Barn, Inc.

	3,685,540 9/22/2009	77673019	Boot Barn, Inc.

	4,164,753 6/26/2012	85506201	Boot Barn, Inc.

RCC WESTERN WEAR	4,164,271 6/26/2012	85457801	Boot Barn, Inc.

Xxxxxxx	4256229 12/11/2012	85446448	Boot Barn, Inc.

	4157456 6/12/2012	85446755	Boot Barn, Inc.

Diamond B	3541365 12/2/2008	77293760	Boot Barn, Inc.

	3457163 7/1/2008	77294779	Boot Barn, Inc.

Outfitting Texans Since 1972	4260163 12/18/2012	85446958	Boot Barn, Inc.

The Official Western Store of Texas	4326046 4/23/2013	85446863	Boot Barn, Inc.

	CANCELED

BB RANCH	4666995	86292745	Boot Barn, Inc.

SHYANNE	4659704	86324810	Boot Barn, Inc.

MOONSHINE SPIRIT BY XXXX XXXXXXX		86376463	Boot Barn, Inc.

MOONSHINE SPIRIT		86327572	Boot Barn, Inc.

B		86279959	Boot Barn, Inc.

		86296606	Boot Barn, Inc.

SCHEDULE 3.13

to
Collateral Agreement

Equity Interests Held Directly by Grantors

Certificated Securities:

Name of Issuer	Class and Series	Par Value	Certificate Number	Number (and Percentage) of Securities of such Class and Series
Boot Barn, Inc.	Common Stock		2	1,000 (100% owned by Boot Barn Holdings, Inc.)

RCC Western Stores, Inc.	Common Stock		51	2,000 (100% owned by Boot Barn, Inc.)

Uncertificated Securities:

Name of Issuer		Class and Series		Par Value		Certificate Number		Number (and Percentage) of Securities of such Class and Series
Xxxxxxx Acquisition Holdings, LLC		Membership interests		N/A		N/A		Boot Barn, Inc. is the sole member and owner of membership interests.

Partnership/LLC Interests:

None.

Document Metadata

Table of Contents

COLLATERAL AGREEMENT dated as of February 23, 2015 by and among BOOT BARN HOLDINGS, INC., BOOT BARN, INC. and certain of its Subsidiaries, as Grantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,

Document Metadata