Common use of Security for Obligations Clause in Contracts

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. (a) This Agreement securesis made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and ------------------------ any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Collateral is collateral security forPledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of every nature of Assignor such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, the Credit Agreement and all other Loan Documents to which it or any Borrower is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the Lender Interest Rate Agreements due performance and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for compliance by such Pledgor and any Borrower with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Loan Document (all such obligations and liabilities under this clause (i) being herein collectively called the "UNDERLYING DEBT"“Loan Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Other Creditors, whether now existing or hereafter existing incurred under, arising out of or in connection with any Other Secured Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under this any guaranty by it of the obligations under any Other Secured Agreement) and the due performance and compliance by such Pledgor and any Borrower with the terms of each such Other Secured Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of Assignorall obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and the Company to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor or the Company is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor (x) under the Senior Note Indenture and the New Senior Note Indenture or (y) under any joint and several guaranty by it of the obligations of the Company and each Guarantor under the Senior Note Indenture and the New Senior Note Indenture) and the due performance and compliance by such Pledgor and the Company with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents) shall have occurred and be continuing, the reasonable and documented out-of-pocket expenses of the Pledgee in connection with the retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable and documented out-of-pocket attorneys’ fees and court costs of the Underlying DebtPledgee; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the "SECURED OBLIGATIONS")“Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement and it being further acknowledged and agreed that the “Obligations” shall exclude any Excluded Swap Obligations. (b) The Company will give written notice prior to issuance to the Pledgee of any Senior Notes issued after the date hereof (each, a “Notice of Pledge Agreement Entitlement”) as follows: Such written notice from the Company (i) shall state that it is a “Notice of Pledge Agreement Entitlement”, (ii) shall be delivered to the Pledgee, (iii) shall describe the new Senior Note Obligations to be secured hereby, (iv) shall state that it is delivered pursuant to Section 1(b) of this Agreement, (v) shall reference the aggregate principal amount of such new Indebtedness, and (vi) shall state that such new Indebtedness and the incurrence thereof does not violate, and may be incurred and secured hereunder in accordance with, the applicable provisions of Section 7.02 of the Credit Agreement and Section 4.7 of the Senior Note Indenture or the corresponding Sections of the New Senior Note Indenture. Delivery of a Notice of Pledge Agreement Entitlement, including all of the required information above, prior to the issuance of any Senior Notes issued after the date hereof shall satisfy the certification requirement in the fourth WHEREAS clause of this Agreement. Promptly following receipt of such Notice of Pledge Agreement Entitlement, the Pledgee shall deliver to the Company written acknowledgement of receipt thereof; provided that the failure to deliver such acknowledgement shall not exclude the obligations under such Senior Notes from constituting Senior Note Obligations.

Security for Obligations. This Agreement securesis made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise in accordance with the terms of the Credit Agreement) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Pledgor to the Bank Creditors (including, without limitation, the obligations of the Pledgor under the Holdings Guaranty), whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and the other Credit Documents (all such principal, interest, obligations and liabilities described in this clause (i), collectively the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise in accordance with the terms of the Credit Agreement) of all obligations and liabilities owing by the Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection or Other Hedging Agreement (including, without limitation, the obligations of the Pledgor under the Holdings Guaranty), whether such Interest Rate Protection or Other Hedging Agreement is now in existence or hereafter arising in connection with the Credit Documents, and ------------------------ the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) collectively, the "Other Obligations"); (iii) any and all sums advanced and not repaid by the Collateral Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral in accordance with the terms hereof and the other Credit Documents; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor referred to in clauses (i) and (ii), after an Event of Default (as such term is collateral security fordefined in the Security Agreement) shall have occurred and be continuing and the Collateral Agent has given notice under Article X of the Credit Agreement, the commercially reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs in accordance with the terms hereof and the other Credit Documents; and (v) the full and prompt payment or performance in full when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest and expenses (including without limitation interest thatreasonable attorney's fees and court costs) owing by the Pledgor to the Seller Creditors under, but for the filing of a petition in bankruptcy or with respect to Assignorto, would accrue on the Seller Promissory Note (the "Seller Obligations"); all such obligations), reimbursement liabilities, sums and expenses set forth in clauses (i) through (v) of amounts drawn under Letters this Section 1 collectively, the "Obligations," it being acknowledged and agreed that the "Obligations" shall include extensions of Credit, payments for early termination credit of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwisethe types described above, whether voluntary outstanding on the date of this Agreement or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature of Assignor such Pledgor, now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents any Credit Document to which such Pledgor is a party and the Lender Interest Rate Agreements due performance of and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for compliance by such Pledgor with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of Credit Document by such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Pledgor (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "UNDERLYING DEBTCredit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor, now existing or hereafter existing incurred under, arising out of or in connection with any Secured Interest Rate Agreement, including all obligations, if any, of such Pledgor under this Agreement its Guaranty in respect of Secured Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of Assignorany proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the "SECURED OBLIGATIONSObligations").

Security for Obligations. This Agreement secures, and the ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor each Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the Guaranty and the other Loan Documents and the Lender Interest Rate Agreements Documents, and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignoreach Pledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Agent or any Lender or Interest Rate Exchanger Bank as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor each Pledgor now or hereafter existing under this Agreement and under any other Loan Document heretofore, now or hereafter delivered by each Pledgor to Agent, and all extensions, renewals, restatements, supplements, amendments or modifications thereof or thereto (all such obligations of Assignoreach Pledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, equally and ------------------------ ratably, in the Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation all Obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor such Grantor now or hereafter existing under or arising out of or in connection with (i) this Agreement, (ii) the Subsidiary GuarantyExisting Notes, the other Loan Existing Indenture, the Security Documents and the Lender Interest Rate Agreements Subsidiary Guarantees (each as defined in the Existing Indenture) (collectively, the “Existing Notes Obligations”), (iii) the New Notes, the New Indenture, the Security Documents (as defined in the New Indenture) and all extensions or renewals thereofthe Subsidiary Guarantees (as defined in the New Indenture) (collectively, the “New Notes Obligations”), (iv) any Additional Pari Passu Agreement and (v) the Intercreditor Agreement (the documents described in clauses (i) to and including (v), collectively, the “Second Lien Documents”), whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such obligations and liabilities Obligations being the "UNDERLYING DEBT"“Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Existing Indenture, the New Indenture and any Additional Pari Passu Agreement, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor. Except as otherwise provided in Section 23 below, all proceeds of Collateral received by the Collateral Agent shall, subject to the Intercreditor Agreement, be distributed by the Collateral Agent, to the holders of the Secured Obligations (or their representative, including the Trustee under the Existing Indenture, the Trustee under the New Indenture and any Additional Pari Passu Agent), and all obligations pro rata, on the basis of every nature the outstanding amount of Assignor now Secured Obligations owed to such holders, for application as provided in the Existing Indenture, the New Indenture or hereafter existing under this Agreement (all such obligations of Assignorapplicable Additional Pari Passu Agreement, together with as the Underlying Debt, being the "SECURED OBLIGATIONS")case may be.

Security for Obligations. This Agreement secures, (a) To secure the full and ------------------------ the Collateral is collateral security for, the prompt punctual payment or and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Lessee now or hereafter existing under or arising out of or in connection with respect to the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofLease Agreement, whether for principal, interest (including without limitation interest that, but for the filing payment of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities Rent or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Lessee or Operator now or hereafter existing under this Agreement, the Clearing Account Agreements, the Operative Documents and all other documents delivered by Lessee or Operator in connection with the Lease Agreement (all such obligations obligations, collectively, the "Obligations"), Lessee and Operator hereby grant to Lessor a first priority continuing security interest in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of Assignorwhere located (all of the same, together collectively, the "Collateral"): (i) the Accounts (other than the Pooled Account) and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts (other than the Pooled Account), including, without limitation, all deposits or wire transfers made to the Accounts (other than the Pooled Account); (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i), (ii) or (iii) above, all "proceeds" (as defined under the Uniform Commercial Code as in effect in the State of Florida (the "UCC")) of any or all of the foregoing; provided, however, Collateral shall not be deemed to include any amounts paid to Operator in accordance with the Underlying DebtLease Agreement or the Operating Agreements. (b) Lessor and Agent, being as agent for Lessor, shall have with respect to the "SECURED OBLIGATIONS")Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein.

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of of (a) with respect to Company, all obligations and liabilities of every nature of Assignor Company now or hereafter existing under or arising out of or in connection with the Credit Agreement and other Loan Documents and the Interest Rate Agreements, and (b) with respect to each Pledgor other than Company, all obligations and liabilities of every nature of such Subsidiary Pledgors now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and ; in each case together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations, whether or nor a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Administrative Agent or any Lender or Interest Rate Exchanger Lender Counterparty as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgors now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgors being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation liabilities and indebtedness of the automatic stay under Section 362(a) of Pledgor to the Bankruptcy CodeSCIS Bank Creditors, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor whether now existing or hereafter existing under or incurred under, arising out of of, or in connection with the Subsidiary Guaranty, the other Loan Documents Designated Onex Sub Guaranty and the Lender Interest Rate Agreements due performance and compliance by the Pledgor with all extensions of the terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy indebtedness with respect to AssignorInterest Rate Protection Agreements or Other Hedging Agreements, would accrue on being herein collectively called the "SCIS Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness of the Pledgor to the Caterair Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Designated Onex Sub Guaranty and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness under this clause (i), reimbursement except to the extent consisting of amounts drawn under Letters of Creditobligations, payments for early termination of Lender liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, feesbeing herein collectively called the "Caterair Credit Document Obligations"); (iii) owing by the Pledgor to the Other Creditors under, expensesarising out of or with respect to, indemnities the Designated Onex Sub Guaranty in respect of any Interest Rate Protection Agreements or otherwiseOther Hedging Agreements, whether voluntary such Interest Rate Protection Agreement or involuntaryOther Hedging Agreement is now in existence or hereafter arising, direct and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "Other Obligations"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or indirectpreserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, absolute obligations or contingentliabilities of the Pledgor referred to in clauses (i) and (ii) above, liquidated upon the occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, either Credit Agreement, or unliquidatedany payment default under any Interest Rate Protection Agreement or Other Hedging Agreement, and shall, in any event, include without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement. All such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the "Obligations," it being acknowledged and agreed that the "Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a§362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Obligations and all renewals or extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurredincurred (but in each case (for purposes of determinations on and after the occurrence of a Trigger Event) subject to the limitations on the principal amount of Obligations set forth in the definition of “Qualified Obligations”), and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Collateral Agent or any Lender or Interest Rate Exchanger Creditor as a preference, fraudulent transfer transfer, or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"“Underlying Debt”), and all payment obligations of every nature of Assignor the Company or any other Pledgor now or hereafter existing under Section 13 of this Agreement (all such obligations of AssignorPledgors, together with the Underlying Debt, being the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorPledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of AssignorPledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (a) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. liabilities and indebtedness (S)362(a))including, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest thatpremium, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations)interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest that accrues after the commencement of amounts drawn under Letters any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Credit, payments any Pledgor at the rate provided for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedin the respective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiary Guaranty) and the due performance and compliance by such Pledgor with othersall of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (a), except to the extent consisting of obligations, liabilities or indebtedness with respect to Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements, being herein collectively called the “Credit Document Obligations”); (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not from time a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to time decreased the Other Creditors under, or extinguished with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and later increasedindebtedness of such Pledgor under the Subsidiary Guaranty), created any Swap Agreement permitted by the Credit Agreement, Bank Product Agreement or incurredDesignated Foreign Facility Agreements, whether such Swap Agreement, Bank Product Agreement or Designated Foreign Facility Agreements, as applicable, is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all or any portion of such obligations or liabilities that are paidthe terms, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise conditions and agreements contained therein (all such obligations obligations, liabilities and liabilities indebtedness described in this clause (b) being herein collectively called the "UNDERLYING DEBT"“Other Obligations”), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").;

Security for Obligations. This Agreement securescreates an enforceable security interest in the Collateral, and ------------------------ the Collateral is collateral security forsubject only to Permitted Liens, the prompt payment or performance in full when dueas provided herein, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including securing the payment and performance of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of any and all obligations and liabilities of every nature of Assignor now or hereafter existing of the Debtor and each other Obligor under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreements and the other Loan Documents Documents, including any extensions, modifications, substitutions, amendments and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest interest, fees, expenses, indemnification or otherwise) (all such obligations of the Debtor and each other Obligor being the "Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by the Debtor and each other Obligor to the Collateral Agent or any other Secured Party under any Loan Document, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding under any Debtor Relief Law involving the Debtor and any other Obligor (including without limitation interest that, all such amounts which would become due or would be secured but for the filing of a any petition in bankruptcy with respect to Assignorbankruptcy, would accrue on such obligations)or the commencement of any insolvency, reimbursement reorganization or like proceeding of amounts drawn under Letters of Creditthe Debtor, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all any other Obligor or any portion of such obligations or liabilities that are paidother Person under any Debtor Relief Law). [NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferenceIN ANY ACTION OR PROCEEDING INVOLVING ANY STATE CORPORATE LAW, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")OR ANY STATE OR FEDERAL BANKRUPTCY, and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of AssignorINSOLVENCY, together with the Underlying DebtREORGANIZATION OR OTHER LAW AFFECTING THE RIGHTS OF CREDITORS GENERALLY IF THE SECURITY INTEREST GRANTED BY THE DEBTOR HEREIN SHALL BE HELD VOID, being the "INVALID OR UNENFORCEABLE, OR SUBORDINATED TO THE LIENS OR CLAIMS OF ANY OTHER CREDITORS, ON ACCOUNT OF THE AMOUNT OF THE OBLIGATIONS SECURED OBLIGATIONS")BY SUCH SECURITY INTEREST THEN, THE AMOUNT OF THE OBLIGATIONS SECURED BY SUCH SECURITY INTEREST SHALL, WITHOUT ANY ACTION BY THE DEBTOR, THE COLLATERAL AGENT, ANY OTHER SECURED PARTY OR ANY OTHER PERSONS, BE AUTOMATICALLY LIMITED AND REDUCED TO THE HIGHEST AMOUNT THAT IS VALID AND ENFORCEABLE AND NOT SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS AS DETERMINED IN SUCH ACTION OR PROCEEDING.]

Security for Obligations. (a) This Agreement securesis made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and ------------------------ any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Collateral is collateral security forPledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of every nature of Assignor such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary GuarantyCredit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the other Loan Documents Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the Lender Interest Rate Agreements due performance and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for compliance by such Pledgor with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the "UNDERLYING DEBT"“Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter existing incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under this any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of Assignorall obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the "SECURED OBLIGATIONS")“Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand or otherwise principal, premium, interest, reimbursement obligations (both actual and contingent) under Revolving Loans, Swingline Loans, Letters of Credit, Credit Hedging Agreements, Pari-Pasu Hedging Agreements, fees, costs, and indemnities (including in each case, without limitation, all interest that accrues after the payment commencement of amounts that would become due but any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the operation of the automatic stay under Section 362(arespective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of such Pledgor to the Bankruptcy CodeSecured Creditors, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor whether now existing or hereafter existing under or incurred under, arising out of of, or in connection with with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the Subsidiary Guaranty)) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the Lender Interest Rate Agreements “Credit Document Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and the ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the Guaranty and the other Loan Documents and the Lender Interest Rate Agreements Documents, and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorPledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Agent or any Lender or Interest Rate Exchanger Bank as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement and under any other Loan Document heretofore, now or hereafter delivered by Pledgor to Agent, and all extensions, renewals, restatements, supplements, amendments or modifications thereof or thereto (all such obligations of AssignorPledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or Secured Party, any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Subject to the terms of the Intercreditor Agreement secures, with respect to rights and ------------------------ remedies between the Collateral Agent and the Term Collateral Agent, this Agreement is collateral security for, made by (A) each Pledgor for the benefit of the Secured Creditors to secure the full and prompt payment or performance in full when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. liabilities and indebtedness (S)362(a))including, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofprincipal, whether for principalpremium, interest (including including, without limitation limitation, all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the filing of respective documentation, whether or not a claim for post-petition interest is allowed in bankruptcy with respect to Assignor, would accrue on any such obligations), proceeding) and reimbursement of amounts drawn obligations under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwisecosts and indemnities) of such Pledgor owing to the Secured Creditors, whether voluntary now existing or involuntaryhereafter incurred under, direct arising out of, or indirectin connection with, absolute or contingentthe Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, liquidated or unliquidatedin the event such Pledgor is a Guarantor, whether or not jointly owed with othersall such obligations, liabilities and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion indebtedness of such obligations or liabilities that are paidPledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, to conditions and agreements contained in the extent all or any part of Credit Agreement and in such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise other Credit Documents (all such obligations obligations, liabilities and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing indebtedness under this Agreement clause (all such obligations of Assignori) being herein, together with collectively, the Underlying Debt, being the "SECURED OBLIGATIONS"“Credit Document Obligations”).;

Security for Obligations. This Agreement secures, is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise (including other action relating to the payment of amounts that would become due but for the operation bankruptcy, insolvency, reorganization or similar proceeding of the automatic stay Borrower or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Section 362(aLetters of Credit, Fees, costs and indemnities) of the Bankruptcy CodeBorrower owing to the Lender Creditors, 11 U.S.C. whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which the Borrower is a party and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (S)362(a)all such obligations, liabilities and indebtedness under this clause (i), except to the extent constituting obligations, liabilities or indebtedness with respect to the Borrower under Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and liabilities indebtedness (including, without limitation, indemnities, Fees and interest thereon) of every nature of Assignor the Borrower owing to the Other Creditors, now existing or hereafter existing under or incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the Subsidiary Guarantydue performance and compliance with the terms, conditions and agreements of each such Interest Rate Protection Agreement and Other Hedging Agreement and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement or Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the other Loan Documents and the Lender Credit Agreement or any payment default under any Interest Rate Agreements Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnitee to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and the ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aS) 362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each Pledgor ------------------------ for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature of Assignor such Pledgor, now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents any Credit Document to which such Pledgor is a party and the Lender Interest Rate Agreements due performance of and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for compliance by such Pledgor with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of Credit Document by such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Pledgor (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "UNDERLYING DEBTCredit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor, now existing or hereafter existing incurred under, arising out of or in connection with any Secured Interest Rate Agreement, including all obligations, if any, of such Pledgor under this Agreement its Guaranty (if any) in respect of Secured Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of Assignorany proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the "SECURED OBLIGATIONSObligations").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature the Borrower (in the case of Assignor the Borrower or an NSG Pledgor) or such Pledgor (in the case of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing under or incurred under, arising out of or in connection with any Credit Document to which the Borrower or such Pledgor, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under the Subsidiary Guaranty, the other Loan Documents ) and the Lender Interest Rate Agreements due performance of and all extensions compliance by the Borrower or renewals thereofsuch Pledgor, whether for principalas the case may be, interest (including without limitation interest that, but for with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Document (all such obligations and liabilities being the "UNDERLYING DEBT"under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor the Borrower (in the case of the Borrower and each NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing under this incurred under, arising out of or in connection with any Secured Interest Rate Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Interest Rate Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of Assignorany proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and disbursements of counsel; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the "SECURED OBLIGATIONS")“Obligations”.

Security for Obligations. This Agreement securessecures and the Universal Pledged Collateral or the Thorn Tree Pledged Collateral, and ------------------------ the Collateral as applicable, is collateral security for, for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass. 362(a)), of, first, the Sixth Avenue Debt, and, second, with respect to the Universal Pledged Collateral and after the satisfaction in full in cash (for the purposes of all this Agreement and the Settlement Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) of the Settlement Agreement) of the portion of the Sixth Avenue Debt which constitutes a Universal Obligation, the DHP Debt and liabilities of every nature of Assignor the Equistar Debt outstanding now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofarising, whether for principalprincipal or interest (including, without limitation, interest (including without limitation interest thatwhich, but for the filing of a petition in bankruptcy with respect to Assignorsuch Pledgor, would accrue on such obligations), reimbursement or payments of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities expenses or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing arising under this Agreement (all such obligations of Assignor, together with respect to the Underlying Debt, Universal Pledgor being the "SECURED OBLIGATIONSUniversal Obligations," all such obligations with respect to the Thorn Tree Pledgor being the "Thorn Tree Obligations" and, together, the "Pledgor Obligations"). The parties acknowledge that all of the Pledgor Obligations are currently due and payable and will be repaid in accordance with, and subject to, the Settlement Agreement and this Agreement. Further, the parties agree that the DHP Secured Parties shall not have any rights under this Agreement until the portion of the Sixth Avenue Debt that constitutes a Universal Obligation is satisfied in full in cash.

Security for Obligations. This Agreement secures, is made by each Pledgor ------------------------ for the benefit of the Secured Parties to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor owing to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Loan Documents to which such Pledgor is a party and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Bankruptcy CodeHedging Exchangers, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now existing or hereafter existing under or incurred under, arising out of or in connection with any Hedging Agreement, whether such Hedging Agreement is now in existence or hereinafter arising, and the Subsidiary Guarantydue performance and compliance with the terms, conditions and agreements of each such Hedging Agreement by such Pledgor and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Hedging Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean (i) at any time prior to the repayment in full of all Credit Agreement Obligations and the termination of all Commitments, any Event of Default under, and as defined in, the other Loan Documents Credit Agreement and (ii) at any time after the repayment in full of all Credit Agreement Obligations and the Lender Interest Rate Agreements termination of all Commitments, any payment default under any Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined below)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Indemnitee to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement. all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being collectively called the "Obligations", it being acknowledged and agreed that the "Obligations" shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise (including other action relating to the payment of amounts that would become due but for the operation bankruptcy, insolvency, reorganization or similar proceeding of the automatic stay under Section 362(aPledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations for fees, costs and indemnities) of the Bankruptcy CodePledgor to the Lender Creditors, 11 U.S.C. whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in the other Loan Documents (S)362(a)all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to the Applicable Hedging Agreements being herein collectively, called the "Loan Document Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and liabilities indebtedness (including, without limitation, all interest that accrues after the commencement of every nature any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Assignor the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by the Pledgor to the Hedge Counterparties, whether now existing or hereafter existing under or incurred under, arising out of or in connection with any Applicable Hedging Agreement, whether such Applicable Hedging Agreement is now in existence or hereinafter arising, and the Subsidiary Guarantydue performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in each such Applicable Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Hedging Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral; and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor referred to in clauses (i) through (iii) above, after a Designated Event of Default shall have occurred and be continuing, the other Loan Documents reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the Lender Interest Rate Agreements "Obligations", it being acknowledged and all agreed that the "Obligations" shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations, liabilities and indebtedness under the Subsidiary Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent guaranteeing obligations of the Borrower under Interest Rate Agreements, being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Bankruptcy CodeInterest Rate Creditors, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now existing or hereafter existing under or incurred under, arising out of or in connection with any Interest Rate Agreements, whether such Interest Rate Agreement is now in existence or hereinafter arising, including, in the case of Pledgors other than the Borrower, all obligations, liabilities and indebtedness under the Subsidiary GuarantyGuaranty (as applicable), in each case, in respect of the Interest Rate Agreements (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the other Loan Documents and the Lender Credit Agreement or any payment default under any Interest Rate Agreements and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Indemnitee to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement. all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being collectively called the "Obligations", it being acknowledged and agreed that the "Obligations" shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of Pledgor of every nature of Assignor whatsoever now or hereafter existing under or arising out in respect of or in connection with the New Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in any such bankruptcy proceedings), reimbursement of amounts drawn under Letters letters of Creditcredit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger Secured Party as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of AssignorPledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"); provided that the pledge made and security interest granted in Section 1 hereof, and any other provisions of this Agreement, shall be effective as to any Successor Credit Agreement Obligations or Interest Rate Obligations only if the applicable Successor Lenders (or a Successor Agent acting on their behalf) or Interest Rate Exchanger shall have executed and delivered to Collateral Agent a counterpart of the Intercreditor Agreement, acknowledged by Pledgor, as provided in the Intercreditor Agreement.

Security for Obligations. This Agreement secures, and the ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorPledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party, Syndication Agent or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each ------------------------ Pledgor for the benefit of the respective Secured Creditors to secure: (a) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepaymentacceleration or otherwise) of all obligations and indebtedness (including, declarationwithout limitation, accelerationindemnities, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(afees and interest thereon) of the Bankruptcy CodeBorrower to the Credit Facility Creditors, 11 U.S.C. whether now existing or hereafter incurred, arising out of, or in connection with the Credit Agreement and the other Loan Documents to which the Borrower is a party (S)362(aincluding, in the case of each Guarantor, all Guaranteed Credit Facility Obligations with respect thereto under this Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents (the "Credit Facility Obligations"); --------------------------- (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Borrower to the IRL Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the IRL Agreement, the other IRL Loan Documents to which the Borrower is a party (including, in the case of each Guarantor, all Guaranteed IRL Obligations with respect thereto under this Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the IRL Agreement and such other IRL Loan Documents (but in any event excluding Exchange Notes as defined in the IRL Agreement) (the "IRL --- Obligations"); ----------- (c) to the extent any Additional Debt Designation is executed by the Borrower and delivered to the Collateral Agent, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness of the Borrower to the Additional Debt Creditors, whether now existing or hereafter incurred, arising out of, or in connection with the Additional Debt Documents to the extent permitted by the Credit Agreement to which the Borrower is a party, (including, in the case of each Guarantor, all Additional Debt Obligations with respect thereto, if any, under this Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements, contained in the Additional Debt Documents (the "Additional ---------- Debt Obligations"); ---------------- (d) to the extent any Other Debt Designation is executed by the Borrower and delivered to the Collateral Agent, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of every nature of Assignor now the Borrower to the Other Creditors under, or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Interest Rate Protection Agreement, would accrue on such obligationsOther Hedging Agreement with the Other Creditors or Other Debt Documents (including, in the case of each Guarantor, all Guaranteed Other Obligations with respect thereto, if any, under this Agreement), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender whether such Interest Rate AgreementsProtection Agreement with the Other Creditors, fees, expenses, indemnities Other Hedging Agreement with the Other Creditors or otherwise, whether voluntary Other Debt Documents are is now in existence or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with othershereafter arising, and whether or not from time to time decreased or extinguished the due performance and later increasedcompliance by such Pledgor with all of the terms, created or incurred, conditions and all or any portion of such obligations or liabilities that are paid, to agreements contained in the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Other Debt Obligations (all such obligations and liabilities being the "UNDERLYING DEBTOther Debt Obligations"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").; ----------------------

Security for Obligations. This Agreement securesis made by the Pledgor for (x) the senior benefit of the Senior Creditor, and ------------------------ (y) the Collateral is collateral security forbenefit, on a basis junior and fully subordinated to the Senior Creditor, of the Subordinated Creditors to secure: (a) the full and prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities indebtedness of every nature the Pledgor to the Senior Creditor under the Senior Note due and owing as a result of Assignor now the prepayment provisions of the Senior Note or hereafter existing under or arising out by acceleration (but specifically excluding any obligations and indebtedness due and owing solely as a result of or the occurrence of the Stated Maturity Date (as defined in connection with the Subsidiary Guaranty, the other Loan Documents Senior Note)) and the Lender Interest Rate Agreements due performance and compliance by the Pledgor with all extensions or renewals thereofof the terms, whether for principal, interest (including without limitation interest that, but for conditions and agreements contained in the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Senior Note (all such obligations and liabilities being described in this clause (a), the "UNDERLYING DEBTSENIOR OBLIGATIONS"); (b) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations and indebtedness of every nature the Pledgor to the Subordinated Creditors under the Credit Agreement Guaranty and the due performance and compliance by the Pledgor with all of Assignor now or hereafter existing under this the terms, conditions and agreements contained in the Credit Agreement Guaranty (all such obligations and liabilities in this clause (b), the "CREDIT AGREEMENT OBLIGATIONS"); (c) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of Assignorall obligations and liabilities owing by the Pledgor to the Interest Rate Protection Creditors under, or with respect to, any Interest Rate Protection Guaranty, whether such Interest Rate Protection Guaranty is now in existence or hereafter (d) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in a manner not in violation of the terms hereof; and (e) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor, Capstar Broadcasting and/or Capstar Radio referred to in clauses (a) through (d), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with the Underlying Debtreasonable attorneys' fees and court costs. All such obligations, liabilities, sums and expenses set forth in clauses (a) through (e) of this Section 1 being herein collectively called the "SECURED OBLIGATIONS," it being acknowledged and agreed that the ")Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorPledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor owing to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations, liabilities and indebtedness under the Subsidiary Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent guaranteeing obligations of the Borrower under Interest Rate Agreements, being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Bankruptcy CodeInterest Rate Creditors, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now existing or hereafter existing under or incurred under, arising out of or in connection with any Interest Rate Agreement, whether such Interest Rate Agreement is now in existence or hereinafter arising, and the due performance and compliance with the terms, conditions and agreements of each such Interest Rate Agreement by such Pledgor including, in the case of Pledgors other than the Borrower, all obligations liabilities and indebtedness under the Subsidiary Guaranty, Guaranty in respect of the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, feesand the due performance and compliance by such Pledgor with all of the terms, expensesconditions and agreements contained in each such Interest Rate Agreement (all such obligations, indemnities liabilities and indebtedness under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or otherwisethe enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement or any payment default under any Interest Rate Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined below)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Indemnitee to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement. all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being collectively called the "Obligations", it being acknowledged and agreed that the "Obligations" shall include extensions of credit of the types described above, whether voluntary outstanding on the date of this Agreement or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and is made by each Grantor for ------------------------ the Collateral is collateral security for, benefit of the Secured Creditors to secure: (a) the full and prompt payment or and performance in full when due, whether at stated maturity, by required prepaymentacceleration or otherwise, declaration, acceleration, demand or otherwise of (i) all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature of Assignor such Grantor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any Loan Document to which such Grantor is a party and due performance and compliance by such Grantor with the terms of each such Loan Document to which such Grantor is a party (the "Loan Document Obligations"), (ii) all obligations (including obligations ------------------------- which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Grantor to the Interest Rate Protection Creditors, now existing under or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Protection Agreements, including all obligations of such Grantor under any Guaranty in respect of the Interest Rate Protection Agreements and (the "Interest Rate Protection Obligations"), (iii) all extensions or renewals thereof, whether for principal, interest obligations (including without limitation interest that------------------------------------ obligations which, but for the filing automatic stay under Section 362(a) of a petition in bankruptcy with respect to Assignorthe Bankruptcy Code, would accrue become due) and liabilities of such Grantor to the Management Loan Creditor, now existing or hereinafter incurred under, arising out of or in connection with the Management Loan Guaranty (the "Management Loan Guaranty Obligations"); and (iv) all obligations ------------------------------------ (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Grantor to the Bastet/Mission Creditors, now existing and hereafter incurred under, arising out of or in connection with the Bastet/Mission Guaranty (the "Bastet/Mission Guaranty Obligations"); ----------------------------------- (b) any and all sums advanced by the Collateral Agent in order to preserve the Security Agreement Collateral or preserve its security interest in the Security Agreement Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined below) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Pledged Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Article IX of this Agreement; ---------- all such obligations), reimbursement liabilities, sums and expenses set forth in clauses (a) through (d) of amounts drawn under Letters this Section 2.2 being collectively called the "Obligations", it ----------- ----------- being acknowledged and agreed that the Obligations shall include extensions of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwisecredit described above, whether voluntary outstanding on the date of this Agreement or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities (including, without limitation, the principal of every nature and interest on the Notes issued by, and Loans made to, the Borrower under the Credit Agreement and all indemnities, fees, expenses and interest thereon or owed thereunder) of Assignor such Pledgor to the Bank Creditors, whether now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Credit Documents (including, without limitation, in the case of the Guarantor, all of its obligations and liabilities under its Guaranty) to which such Pledgor is a party and the Lender Interest Rate Agreements due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such principal, interest, obligations and liabilities described in this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) any and all extensions reasonable sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or renewals thereof, whether for principal, preserve its security interest in the Collateral; (including without limitation interest that, but iii) in the event of any proceeding for the filing collection or enforcement of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paidreferred to in clauses (i) and (ii) above, to upon the extent all occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement and shall include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferencelease, fraudulent transfer selling or otherwise (all such obligations and liabilities being disposing of or realizing on the "UNDERLYING DEBT")Collateral, and all obligations or of every nature any exercise by the Pledgee of Assignor now or hereafter existing under this Agreement (all such obligations of Assignorits rights hereunder, together with the Underlying Debt, being the "SECURED OBLIGATIONS").reasonable attorneys' fees and court costs; and

Security for Obligations. This Agreement securesAgreement, and ------------------------ together with the Collateral is collateral security forPledged Collateral, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including secures the payment of amounts that would become due but for the operation all of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature any kind of Assignor now or hereafter existing the Pledgor under or arising out of or in connection with the Subsidiary Guarantythis Agreement, the other 1997 Note Indenture, the 1999 Note Indenture, the Notes, the Loan Documents and the Lender Interest Rate Agreements any Future Loan Documents, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and all extensions or renewals thereof, whether for principal, interest interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent and each Secured Party (including without limitation interest that, but for the filing of a petition in bankruptcy reasonable attorneys' fees and expenses and with respect to Assignorthe Collateral Agent, would accrue on such obligations)reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedpreserving and protecting its rights against the Pledgor, whether or not jointly owed with otherssuit is instituted (as the foregoing obligations and liabilities may be amended, and whether increased, modified, renewed, refinanced, refunded or not extended from time to time decreased or extinguished and later increasedtime) (collectively, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTSecured Obligations"), and all obligations of every nature of Assignor now or hereafter existing existing. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties under this Agreement Agreement, the 1997 Note Indenture, the 1999 Note Indenture, the Notes, the Loan Documents and any Future Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. Notwithstanding anything herein to the contrary, the 1997 Note Obligations (all as defined in the Intercreditor Agreement), the 1999 Note Obligations (as defined in the Intercreditor Agreement), the Loan Obligations (as defined in the Intercreditor Agreement) and the Future Loan Obligations (as defined in the Intercreditor Agreement) are the only such obligations of Assignorthat may be secured by the Pledged Collateral unless otherwise permitted by the 1997 Note Indenture, together with the Underlying Debt1999 Note Indenture, being the "SECURED OBLIGATIONS")Loan Agreement and any Future Loan Agreement.

Security for Obligations. This Agreement securessecures with respect to ------------------------ each Grantor, and ------------------------ the Collateral of such Grantor is collateral security for, in each case subject to the terms of the Intercreditor Agreement, the prompt payment or and performance in full when due, whether on a specified payment date, at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including including, without limitation, the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Code or any similar law) of (S)362(a)), i) all Obligations of all obligations and liabilities of every nature of Assignor such Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer expenses or otherwise (all such obligations and liabilities Obligations being the "UNDERLYING DEBTUS SECURED OBLIGATIONS"), and (ii) all obligations Obligations of every nature of Assignor such Grantor now or ---------------------- hereafter existing under this Agreement the Canadian Loan Documents, whether for principal, interest (including, without limitation, interest that, but for the filing of a petition in bankruptcy would accrue on such obligations), fees, expenses or otherwise (all such obligations of Assignor, together with Obligations being the Underlying Debt, being "CANADIAN SECURED OBLIGATIONS"; the US ---------------------------- Secured Obligations and the Canadian Secured Obligations are collectively referred to herein as the "SECURED OBLIGATIONS"). Without limiting the ------------------- generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to any Secured Party under the Loan Documents or the Canadian Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding.

Security for Obligations. This Agreement secures, Deed is made by the Chargor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations and liabilities (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a))would become due) of the Chargor to the Bank Creditors, of all obligations and liabilities of every nature of Assignor whether now existing or hereafter existing under or incurred under, arising out of of, or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents to which the Chargor is a party (including, without limitation, all such obligations and indebtedness of the Chargor under the Credit Agreement) and the Lender Interest Rate Agreements due performance and compliance by the Chargor with all extensions or renewals thereofof the terms, whether for principal, interest (including without limitation interest that, but for conditions and agreements contained in the filing of a petition in bankruptcy with respect to Assignor, would accrue on Credit Agreement and such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise other Loan Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Financial Contracts, being herein collectively called the "UNDERLYING DEBTLoan Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) owing by the Chargor to the Other Creditors under, or with respect to, any Financial Contracts, whether such Financial Contract is now in existence or hereafter arising, and the due performance and compliance by the Chargor with all obligations of every nature of Assignor now or hereafter existing under this Agreement the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Chargee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (to the extent provided for in the Loan Documents); (iv) in the event of Assignorany proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Chargor referred to in clauses (i), (ii) and (iii) above, after any Default (as such term is defined in the Credit Agreement) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realising on the Collateral, or of any exercise by the Chargee of its rights hereunder, together with reasonable legal fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Deed. All such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the "SECURED OBLIGATIONSObligations," it being acknowledged and agreed that the ")Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Deed or extended from time to time after the date of this Deed.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including secures the payment of amounts that would become due but for the operation each of the automatic stay under Section 362(afollowing obligations: (a) All obligations of the Bankruptcy CodeCorporation, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing existing, under or arising out that certain Amended and Restated Letter of or in connection with Credit Agreement, of even date herewith, by and between the Subsidiary Guaranty, Corporation and Yashiro Co. (the other Loan Documents "Amended and the Lender Interest Rate Agreements and all extensions or renewals thereof, Restated L/C Agreement") whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreementsinterest, fees, expenses, indemnities expenses or otherwise; (b) All obligations of the Corporation, whether voluntary now or involuntaryhereinafter existing, direct or indirectunder (i) that certain Sublease, absolute or contingentdated as of March 20, liquidated or unliquidated1995, whether or not jointly owed with othersby and between the Corporation and Bueno (the "Sublease") and (ii) that certain License Agreement, dated March 20, 1995, by and whether or not from time to time decreased or extinguished between the Corporation and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paidBueno, to the extent all that Bueno receives a final, non-appealable judgment from a court of competent jurisdiction in respect of any breach by the Corporation of either the Sublease or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise the License Agreement; (all such obligations and liabilities being the "UNDERLYING DEBT"), and all c) All obligations of every nature of Assignor Dupre, now or hereafter existing ▇▇▇▇▇ing, under that certain Amended and Restated Guaranty, of even date herewith, in favor of Yashiro Co. (the "Amended and Restated Guaranty"); and (d) All obligations of the Pledgors, now or hereafter existing, under the Amendment and Termination Agreement or this Agreement. All obligations set forth in subsections (a) through (d), inclusive, of this Section 2 shall hereinafter be collectively referred to as the "Obligations." Each of the (i) Amended and Restated L/C Agreement, (ii) the Sublease, (iii) the License Agreement, (iv) the Amended and Restated Guaranty, (v) the Amendment and Termination Agreement and (vi) this Agreement (all such obligations of Assignor, together with the Underlying Debt, being shall hereinafter be collectively referred to as the "SECURED OBLIGATIONS")Operative Agreements." Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts and the fulfillment of all obligations which constitute part of the Obligations and would be owed or required to be performed by (i) Dupre pursuant to the A▇▇▇▇▇d and Restated Guaranty or (ii) by the Corporation or the Pledgors, as the case may be, pursuant to the other Operative Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any of the Pledgors or the Corporation; provided, however, that this Agreement shall nevertheless remain enforceable notwithstanding any such proceeding.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. (a) This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Grantors now or hereafter existing under or arising out of or of, in connection with with, or related to the Subsidiary Guaranty, Credit Agreement and the other Loan Credit Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest interest, fees (including without limitation attorneys' fees), expenses, costs or any other amount or claim that, but for the filing of a petition in bankruptcy with respect to Assignorany Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party, the Issuing Bank or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantors now or hereafter existing under this Agreement (all such obligations of AssignorGrantors, together with the Underlying Debt, being the "SECURED OBLIGATIONS"). (b) It is the parties' desire through this Agreement to cover all of the personal property of the Borrower to the maximum extent permitted by law, including the provisions of Revised Article 9 as presently existing or as hereafter adopted or modified. Nothing herein shall reduce or diminish any rights that the Lenders or the Secured Party had under the Prior Security Agreement. Without limiting the generality of the foregoing, to the extent that any terms of the Prior Security Agreement grant any additional or greater rights to the Lenders and the Secured Party than those provided in this Agreement, such terms of the Prior Security Agreement shall survive and are hereby incorporated by reference as if set forth in full herein.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including including, in the payment case of amounts each Pledgor that would become is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due but for the operation performance and compliance by such Pledgor with all of the automatic stay applicable terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under Section 362(athis clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the Bankruptcy Codecommencement of any case, 11 U.S.C. proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with, each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (S)362(a)including, in the case of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty in respect of each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of every nature any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Assignor any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) owing by such Pledgor to the Initial Additional First Lien Creditors, now existing or hereafter existing under or incurred under, arising out of or in connection with any Initial Additional First Lien Document, whether such Initial Additional First Lien Document is now in existence or hereafter arising (including, without limitation, in the Subsidiary Guarantycase of a Pledgor that provides a guaranty in respect of the Initial Additional First Lien Obligations, all obligations, liabilities and indebtedness of such Pledgor under such guaranty in respect of the other Loan Documents Initial Additional First Lien Obligations), and the Lender Interest Rate Agreements due performance and compliance by such Pledgor with all extensions of the terms, conditions and agreements contained in the Initial Additional First Lien Documents (all such obligations, liabilities and indebtedness under this clause (iii) being herein collectively called the “Initial Additional First Lien Obligations”); (iv) the full and prompt payment when due (whether at stated maturity, by acceleration or renewals thereofotherwise) of all obligations, whether for liabilities and indebtedness (including, without limitation, principal, premium, interest (including including, without limitation limitation, all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedrespective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) owing by such Pledgor to the Other Additional First Lien Creditors, now existing or hereafter incurred under, arising out of or in connection with othersany Additional First Lien Document, whether such Additional First Lien Document is now in existence or hereinafter arising (including, without limitation, in the case of a Pledgor that provides a guaranty in respect of such Other Additional First Lien Obligations, all obligations, liabilities and indebtedness of such Pledgor under such guaranty in respect of such Other Additional First Lien Obligations), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Additional First Lien Document, in each case, solely to the extent that such obligations have been designated as Other Additional First Lien Obligations pursuant to and in accordance with the Security Agreement (all such obligations, liabilities and indebtedness under this clause (iv) being herein collectively called the “Other Additional First Lien Obligations”); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii), (iii) and (iv) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vii) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement securesTo secure the full and punctual payment and performance by the Borrower of all duties, responsibilities and ------------------------ the Collateral is collateral security forobligations under this Agreement, the prompt payment or performance in full when dueCredit Agreement, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations Note and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents (such duties, responsibilities and obligations are hereinafter referred to as the Lender Interest Rate Agreements "Obligations"), Borrower hereby sells, assigns, conveys, grants, pledges, hypothecates and transfers to Agent a first-in-lien-priority continuing security interest in and to the following property of Borrower, in each case whether certificated or uncertificated, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the "Collateral"): (a) all right, title and interest of Borrower in and to any and all extensions Excess Property Income from time to time, now or renewals thereofhereafter available in the Deposit Account or otherwise and required or permitted, whether for principalby the terms of the Mezzanine Mortgage Loan Documents, interest (including without limitation interest thatto be disbursed to or on behalf of Property Owner or is required, but for by the filing terms of a petition in bankruptcy with respect the Instruction Letter, this Agreement or the other Loan Documents, to Assignorbe paid by the Mezzanine Mortgagee, would accrue on the Account Depository Bank or any other Person to Agent, and all rights of the Borrower to receive such obligations), reimbursement of amounts drawn Excess Property Income under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities the Mezzanine Mortgage Loan Documents or otherwise; (b) all right, whether voluntary or involuntarytitle and interest of Borrower in and to cash, direct or indirectchecks, absolute or contingentdrafts, liquidated or unliquidatedcertificates, whether or not jointly owed with otherspassbooks, instruments and whether or not other amounts, if any, from time to time decreased (whether by physical possession, book entry or extinguished otherwise) evidencing the Excess Property Income; (c) all right, title and later increasedinterest of Borrower in and to all interest, created dividends, cash, instruments and other property from time to time held (whether by physical possession, book entry or incurredotherwise) in, received, receivable, or otherwise payable in respect of, or in exchange for, any or all of the foregoing; (d) all right, title and interest of Borrower in and to all accounts, contract rights, general intangibles and other rights and interests pertaining to any of the foregoing, all replacements, substitutions, renewals or proceeds of any of the foregoing, and all or any portion of such obligations or liabilities that are paidpowers, options, rights, privileges and immunities pertaining thereto (including the right to make withdrawals therefrom); and (e) to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise not covered by clauses (all such obligations and liabilities being the "UNDERLYING DEBT"a), and (b), (c) or (d), above, all obligations proceeds of every nature any or all of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")foregoing.

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of of, (a) with respect to Company, all obligations and liabilities of every nature of Assignor Company now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents and any Lender Swap Agreement, (b) with respect to each Subsidiary Pledgor and Additional Pledgor, all obligations and liabilities of every nature of Subsidiary Pledgors now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and in each case together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Swap Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger Beneficiary as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgors now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgors being the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, In order to secure the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise due (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aS) 362(a)), ) of all obligations and liabilities of every nature of Assignor Maker now or hereafter existing to Holder or its assignees, transferees and successors under or arising out of or in connection with the Subsidiary Guarantythis Note, the other Loan Documents and the Lender Interest Rate Agreements and all amendments, extensions or renewals thereofhereof, whether for principal, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to AssignorMaker, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities expenses or otherwise, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTSecured Obligations"), Maker hereby grants to Holder a security interest in and to all right, title and interest of Maker in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): a. All "accounts" (as defined in the Uniform Commercial Code of the State of California ("UCC")) now owned or hereafter created, acquired by Maker arising directly from the utilization of the Products (as defined in the Purchase Agreement) by Maker's customers including, without limitation, all of the following now owned or hereafter created or acquired by Maker and arising directly from such accounts: (i) accounts receivable, contract rights, book debts, notes, drafts, chattel paper and other obligations or indebtedness owing to Maker; (ii) Maker's rights in, to and under all purchase orders for goods, services or other property; (iii) Maker's rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers' rights of rescission, replevin, reclamation and rights of stoppage in transit); (iv) monies due to or to become due to Maker under all contracts for the sale, lease, license, exchange or other disposition of goods or other property and/or the performance of services (whether or not yet earned by performance on the part of Maker); (v) uncertificated securities; and (vi) proceeds of any of the foregoing and all obligations collateral security and guaranties of every nature any kind given by any person with respect to any of Assignor the foregoing (the "Accounts"); b. All contracts, undertakings or agreements in or under which Maker may now or hereafter existing under this Agreement have any right, title or interest relating to the terms of payment or the terms of performance of any Account (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONSContracts").;

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany and/or Grantor, would accrue on such obligations, whether or not a claim is allowed against Company and/or Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or Secured Party, Syndication Agent, any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Company now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, and ------------------------ in the Collateral is collateral security forcase of Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor to Lender now or hereafter existing under the Note or arising out of or in connection with related documents, including, without limitation, the Subsidiary “Guaranteed Obligations” under the Verity Water Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, obligations are direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"“Secured Obligations”). Notwithstanding the terms of the Note or any related document, as concerns the obligations of Grantor with respect to the Secured Obligations, prepayment is required by Grantor under the Verity Water Guaranty each time (to be paid within ten (10) days thereafter) that Grantor or any affiliate thereof raises, from time to time, funds through the sales of equity interests in Grantor or its affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by Grantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and all obligations (ii) the total amount of every nature of Assignor now or hereafter existing any such prepayment required at a particular time under this Agreement (all such obligations of AssignorVerity Water Guaranty, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by Grantor or its affiliates in favor of Lender, is limited to fifty percent (50%) of the Underlying Debtamount of funds then raised by such sale of equity interest or borrowings. Without limiting the generality of the foregoing, being this Agreement secures, as to Grantor, the "SECURED OBLIGATIONS")payment of all amounts that constitute part of the Secured Obligations and would be owed by Grantor to Lender under the Note or related documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Borrower or any other party obligated under or for the Note and related documents.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise taking into account any applicable grace, notice or cure period (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Lender Interest Rate AgreementsAgreements in accordance with the terms of the applicable Interest Rate Agreement, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, and the ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Borrower now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofFinancing Documents, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorBorrower, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Collateral Agent or any Lender or Interest Rate Exchanger Secured Party as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of AssignorPledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities indebtedness (including, without limitation, indemnities, fees and interest thereon) of every nature of Assignor the Pledgor to the Secured Creditors, whether now existing or hereafter existing under or incurred under, arising out of of, or in connection with the Subsidiary GuarantyCredit Agreement and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement; (ii) any and all sums advanced by the Pledgee in accordance with the terms hereof in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgor, after an Event of Default shall have occurred and be continuing, the other Loan Documents reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees, applicable registration tax and stamp duty, and court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Lender Interest Rate Agreements right to reimbursement under Section 11 of this Pledge Agreement; all such obligations, liabilities, sums and all expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the "Obligations," it being acknowledged and agreed that the "Obligations" shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Pledge Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Pledge Agreement.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature of Assignor such Pledgor, now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guarantyany Credit Document to which such Pledgor is a party (including, the other Loan Documents without limitation, indemnities, fees and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedrespective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding)) and the due performance of and compliance by such Pledgor with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion the terms of each such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements, being herein collectively called the "UNDERLYING DEBTCredit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor, now existing or hereafter existing incurred under, arising out of or in connection with any Secured Hedging Agreement, including, all obligations, if any, of such Pledgor under this Agreement the Subsidiary Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Hedging Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of Assignorall obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with any New Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the New Senior Notes (all such obligations and liabilities under this clause (iii) being herein collectively called the "New Senior Notes Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with any Refinancing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Refinancing Senior Notes (all such obligations and liabilities under this clause (iv) being herein collectively called the "Refinancing Senior Notes Obligations"); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interest therein; (vi) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement, any "event of default" under the New Senior Notes Documents or the Refinancing Senior Notes Documents or any payment default by the Borrower under any Secured Hedging Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (vii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vii) of this Section 1 being herein collectively called the "SECURED OBLIGATIONSObligations").

Security for Obligations. (a) This Agreement securesis made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Existing Pari Passu Creditors, and ------------------------ the Collateral is collateral security forAdditional Pari Passu Creditors (as hereinafter defined), if any (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of every nature of Assignor such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Bank Facility Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect other Credit Documents to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all which it or any portion Borrower is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Bank Facility Agreements (if a party thereto) and under any guaranty by it of the obligations or liabilities that are paid, to under the extent all or Bank Facility Agreements) and the due performance and compliance by such Pledgor and any part Borrower with the terms of each such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the "UNDERLYING DEBT"“Bank Facility Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor (as obligor or guarantor, as the case may be) and the Borrower to the Other Creditors, whether now existing or hereafter existing incurred under, arising out of or in connection with any Other Secured Document (including, without limitation, all such obligations and liabilities of such Pledgor under this Agreement any guaranty by it of the obligations under any Other Secured Document) and the due performance and compliance by such Pledgor and the Borrower with the terms of each such Other Secured Document (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Secured Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of Assignorall obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) and the Borrower to the Existing Pari Passu Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any documentation relating to the Existing Pari Passu Obligations (collectively, the “Existing Pari Passu Documents”) (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under the Existing Pari Passu Documents) and the due performance and compliance by such Pledgor and the Borrower with the terms of the Existing Pari Passu Documents (all such obligations and liabilities under this clause (iii) being herein collectively called the “Existing Pari Passu Obligations”); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) and the Borrower to the obligees under the Additional Pari Passu Documents (as hereinafter defined) (the “Additional Pari Passu Creditors”), whether now existing or hereafter incurred under, arising out of or in connection with any documentation relating to the Additional Pari Passu Obligations (as hereinafter defined) (collectively, the “Additional Pari Passu Documents”) (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under the Additional Pari Passu Documents) and the due performance and compliance by such Pledgor and the Borrower with the terms of the Additional Pari Passu Documents (all such obligations and liabilities under this clause (iv) being herein collectively called the “Additional Pari Passu Obligations”); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) through (c) above after an Event of Default (such term, as used in this Agreement, shall mean any “Event of Default” at any time under, and as defined in, any of the Bank Facility Agreements, the Existing Pari Passu Documents and the Additional Pari Passu Documents shall have occurred and be continuing, the reasonable and documented out-of-pocket expenses of the Pledgee in connection with the retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable and documented out-of-pocket attorneys’ fees and court costs of the Underlying Debt, being the "SECURED OBLIGATIONS").Pledgee; and

Security for Obligations. This Agreement secures, secures and ------------------------ the Collateral is collateral security for, for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand declaration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), ) of all obligations and liabilities of every nature of Assignor Borrower now or hereafter existing under the Credit Agreement (including, without limitation, all Obligations as defined in the Credit Agreement), and any promissory note or arising out of other document or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements instrument delivered pursuant thereto and all amendments, extensions or renewals thereofthereof or hereof, whether for principal, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to Assignorthe Borrower, would accrue on such obligationsobligations whether or not a claim is allowed against Borrower in any such bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities expenses or otherwise, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger Collateral Agent as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Borrower now or hereafter existing under this Agreement (all such obligations of AssignorBorrower, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement securesAgreement, and ------------------------ together with the Collateral is collateral security forPledged Collateral, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including secures the payment of amounts that would become due but for the operation all of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature any kind of Assignor now or hereafter existing the Pledgor under or arising out of or in connection with the Subsidiary Guarantythis Agreement, the other Loan Documents Old Note Indenture, the New Note Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Old Note Trustee, the New Note Trustee or the Holders (including without limitation interest that, but for the filing of a petition in bankruptcy reasonable attorneys' fees and expenses and with respect to Assignorthe Collateral Agent, would accrue on such obligations)reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedpreserving and protecting its rights against the Pledgor, whether or not jointly owed with otherssuit is instituted (as the foregoing obligations and liabilities may be amended, and whether increased, modified, renewed, refinanced, refunded or not extended from time to time decreased or extinguished and later increasedtime) (collectively, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTSecured Obligations"), and all obligations of every nature of Assignor now or hereafter existing existing. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Old Note Trustee, the New Note Trustee or the Holders under this Agreement Agreement, the Old Note Indenture, the New Note Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. Notwithstanding anything herein to the contrary, the Old Note Obligations (all as defined in the Intercreditor Agreement) and the New Note Obligations (as defined in the Intercreditor Agreement) are the only such obligations of Assignor, together with that may be secured by the Underlying Debt, being Pledged Collateral unless otherwise permitted by both the "SECURED OBLIGATIONS")Old Note Indenture and the New Note Indenture.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors in order to secure: (a) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment otherwise) of amounts that would become due but for the operation all of the automatic stay under Section 362(aObligations (as that term is defined in the Credit Agreement) and all of the other obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Bankruptcy Codeeach Pledgor and of each other Credit Party to Lender Creditors, 11 U.S.C. (S)362(a))whether now existing or from time to time hereafter created or incurred under, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of of, or in connection with the Subsidiary GuarantyCredit Agreement or any of the other Loan Documents, and the due performance by each Pledgor and by each other Credit Party of all of the terms, conditions and agreements contained in the Credit Agreement or in any of the other Loan Documents (all of such Obligations and other obligations, liabilities and indebtedness under this CLAUSE (a), except to the Lender Interest Rate Agreements and all extensions extent consisting of obligations or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy indebtedness with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Protection Agreements, feesbeing herein collectively called the "LOAN DOCUMENT OBLIGATIONS"); (b) the full and prompt payment when due (whether at stated maturity, expenses, indemnities by acceleration or otherwise) of all of the obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of each Pledgor and of each other Credit Party to the Other Creditors, whether voluntary now existing or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, hereafter created or incurredincurred under, arising out of, or in connection with any of the Interest Rate Protection Agreements (whether any such Interest Rate Protection Agreement is now in existence or is at any time hereafter created or entered into), and the due performance by each Pledgor and by each other Credit Party of all or of the terms, conditions and agreements contained in any portion of such obligations Interest Rate Protection Agreements (all of such obligations, liabilities and indebtedness under this CLAUSE (b) being herein collectively called the "OTHER OBLIGATIONS"); (c) the repayment or liabilities that are paidreimbursement of any and all sums from time to time advanced by the Pledgee in order to preserve or protect the Collateral (as hereinafter defined) or preserve or protect its security interests and Liens therein; (d) the payment or reimbursement of any and all reasonable costs, to the extent expenses and fees of retaking, holding, preparing for Sale or lease, selling or otherwise disposing of or realizing on all or any part of the Collateral, or arising out of any exercise by the Pledgee of any of its rights or remedies hereunder, including all reasonable attorneys' fees and court costs; and (e) the payment or reimbursement of all amounts paid by any Indemnitee to which such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferenceIndemnitee has the right to reimbursement under SECTION 11 of this Agreement. All of such Obligations, fraudulent transfer or otherwise obligations, liabilities, indebtedness, sums, costs, expenses, fees and other amounts set forth in CLAUSES (all such obligations and liabilities a) through (e) of this SECTION 1 being herein collectively called the "UNDERLYING DEBTOBLIGATIONS"), it being acknowledged and agreed that the term "OBLIGATIONS" shall in any event include any and all obligations Loans and other Credit Extensions, whether outstanding on the date of every nature of Assignor now or hereafter existing under this Agreement (all such obligations or made or extended at any time or from time to time after the date of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")this Agreement.

Security for Obligations. This (a) Subject to the provisions of the following clause (b) of this Section 1, this Agreement secures, and ------------------------ is made by each Pledgor in favor of the Collateral is collateral security forPledgee for the benefit of the Bank Creditors, the Other Creditors, the Other Noteholders, the Senior Noteholders, the Additional Debtholders and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the "Secured Creditors"), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of every nature of Assignor such Pledgor (as obligor or guarantor, as the case may be) to the Bank Creditors, whether now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary GuarantyCredit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the other Loan Documents Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the Lender Interest Rate Agreements due performance and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for compliance by such Pledgor with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the "UNDERLYING DEBTCredit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter existing incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under this any guaranty by it of the obligations under any Interest Rate Protection Agreement or Other Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of Assignorall obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the HMH Notes and the other HMH Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such HMH Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the "HMH Note Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iv) being herein collectively called the "Senior Note Obligations"); (v) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Additional Debtholders, whether now existing or hereafter incurred under, arising out of or in connection with the Additional Debt and the other Additional Debt Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Additional Debt Document (all such obligations and liabilities under this clause (v) being herein collectively called the "Additional Debt Obligations"); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (vi) above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any "Event of Default" at any time under, and as defined in, any of the Credit Agreement, the HMH Note Documents and the Senior Note Documents and, if the Additional Debt Obligations are secured hereunder at such time, the Additional Debt Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (viii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viii) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the "SECURED OBLIGATIONSObligations," it being acknowledged and agreed that the ")Obligations" shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement. (b) Notwithstanding anything to the contrary contained above in this Section I or elsewhere in this Agreement, obligations and liabilities which would otherwise constitute Additional Debt Obligations as defined in clause (v) of Section l(a) of this Agreement shall not constitute Obligations for purposes of (or be secured pursuant to) this Agreement unless the Borrower shall have delivered to the Pledgee a written "Notice of Pledge Agreement Entitlement' (each, a "Notice of Pledge Agreement Entitlement") with respect thereto at least 5 days (or such shorter number of days as may be reasonably acceptable to the Pledgee) prior to the date of the incurrence of the respective Indebtedness, as follows: Such written notice from the Borrower (i) shall state that it is a "Notice of Pledge Agreement Entitlement", (ii) shall be delivered to the Pledgee, (iii) shall describe the new Additional Debt Obligations (and shall describe the Pledgors obligated, as obligors or guarantors, with respect thereto) to be secured hereby, (iv) shall state that it is delivered pursuant to Section l(b) of this Pledge and Security Agreement, (v) shall reference the aggregate principal amount of such new Indebtedness and the aggregate principal amount of all other Indebtedness constituting Additional Debt Obligations hereunder, and (vi) shall state that the new Indebtedness and the incurrence thereof does not violate, and may be incurred and secured hereunder in accordance with, the applicable provisions of Sections 9.01 and 9.04 of the Credit Agreement and, to the extent still in effect, Section 4.7 of the Senior Note Indenture.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass. 362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. liabilities and indebtedness (S)362(a))including, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofprincipal, whether for principalpremium, interest (including including, without limitation limitation, all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the filing of respective documentation, whether or not a claim for post-petition interest is allowed in bankruptcy with respect to Assignor, would accrue on any such obligationsproceeding), reimbursement of amounts drawn obligations under Letters of Credit, payments for early termination fees, costs and indemnities) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the US Borrowers/Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate AgreementsProtection Agreements or Other Hedging Agreements entitled to the benefits of this Agreement, feesbeing herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, expenses, indemnities by acceleration or otherwise) of all obligations, whether voluntary liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or involuntaryother action relating to the bankruptcy, direct insolvency, reorganization or indirect, absolute similar proceeding of any Pledgor or contingent, liquidated or unliquidatedany Subsidiary thereof at the rate provided for in the respective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with othersrespect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the US Borrowers/Subsidiaries Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement entitled to the benefits of this Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such;; all such indebtedness, obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the "Obligations;" it being acknowledged and agreed that the "Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the other Loan Documents and the Lender Interest Rate Agreements entered into with any Interest Rate Exchanger, and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, 312 liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party, or any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature the Borrower (in the case of Assignor the Borrower or an NSG Pledgor) or such Pledgor (in the case of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing under or incurred under, arising out of or in connection with any Credit Document to which the Borrower or such Pledgor, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under its Subsidiary Guaranty, the other Loan Documents ) and the Lender Interest Rate Agreements due performance of and all extensions compliance by the Borrower or renewals thereofsuch Pledgor, whether for principalas the case may be, interest (including without limitation interest that, but for with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on each such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "UNDERLYING DEBTCREDIT DOCUMENT OBLIGATIONS"); (ii) the full and prompt payment when due (whether at the stated maturity, and by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of every nature the Bankruptcy Code, would become due) and liabilities of Assignor the Borrower (in the case of an NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing under this incurred under, arising out of or in connection with any Secured Interest Rate Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the "INTEREST RATE OBLIGATIONS"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of Assignorany proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debtright to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement securesis made by each Pledgor to the Pledgee, for the benefit of the Secured Creditors, to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section section 362(a) of the Bankruptcy Code, 11 U.S.C. would become due) of such Pledgor to the Lenders, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (S)362(a)including without limitation (x) in the case of any Borrower, all such obligations and indebtedness of such Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Subsidiary Guaranty to which such Pledgor is a party which relate to any of the foregoing), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations and liabilities under this clause (i), being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under section 362(a) of the Bankruptcy Code, would become due) and liabilities of every nature each Pledgor or other Subsidiary of Assignor the Company now existing or hereafter existing under or incurred under, arising out of or in connection with any Designated Hedge Agreement with any of the Secured Creditors including, in the case of Pledgors other than the Borrowers, all obligations of such Pledgor under the Subsidiary GuarantyGuaranty in respect of any Designated Hedge Agreement, the other Loan Documents and the Lender Interest Rate Agreements due performance and compliance by such Pledgor with all extensions or renewals thereofof the terms, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, conditions and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "UNDERLYING DEBTHedge Obligations"), ; (iii) any and all obligations sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (to the extent provided for in the Credit Documents); and (iv) in the event of every nature any proceeding for the collection or enforcement of Assignor now any indebtedness, obligations, or hereafter existing under this Agreement liabilities of such Pledgor referred to in clauses (all i), (ii) and (iii) above, after an Event of Default (as such obligations term is defined in the Security Agreement) shall have occurred and be continuing, the reasonable expenses of Assignorretaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with the Underlying Debtreasonable attorneys' fees and court costs. All such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this section 1 being herein collectively called the "SECURED OBLIGATIONSObligations," it being acknowledged and agreed that the ")Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepaymentacceleration or otherwise) of (x) the principal of and interest on the Notes issued by, declarationand the Loans made to, acceleration, demand or otherwise (including the payment Company under the Credit Agreement and all reimbursement obligations and Unpaid Drawings with respect to the Letters of amounts that would become due but Credit issued for the operation account of the automatic stay Company under Section 362(athe Credit Agreement and (y) all other obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Bankruptcy CodePledgors, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Credit Documents and the Lender Interest Rate Agreements due performance of and compliance with the terms of the Credit Documents by the Pledgors (all extensions or renewals thereof, whether for such principal, interest interest, obligations, and liabilities under this clause (including without limitation interest thati), but for except to the filing extent consisting of a petition in bankruptcy obligations under or with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Protection Agreements, feesbeing herein collectively called the “Credit Agreement Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, expenses, indemnities by acceleration or otherwise) of all obligations and liabilities owing by the Company under any Interest Rate Protection Agreement or with respect thereto, whether voluntary such Interest Rate Protection Agreement is now in existence or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with othershereafter arising, and whether or not from time to time decreased or extinguished the due performance and later increasedcompliance by the Company with all of the terms, created or incurred, conditions and agreements contained therein (all or any portion of such obligations or and liabilities that are paidunder this clause (ii) being herein collectively called the “Interest Rate Protection Obligations”); (iii) the full and prompt payment when due of all obligations designated by the Company to be secured hereby, but only to the extent (A) that such obligations (x) are by their terms not expressly subordinated to any obligations (as hereinafter defined) then outstanding, and (y) are, at the time of the incurrence or issuance thereof, permitted to be incurred or issued, and are expressly permitted to be secured hereunder, pursuant to the Credit Agreement and (B) the Company shall have delivered to the Pledgee at the time of the incurrence or issuance thereof a certificate signed by a senior officer of the Company certifying that such obligations constitute Additional Senior Debt (as hereinafter defined) entitled to the benefits of this Agreement and that the conditions set forth in clause (A) above have been satisfied, such certificate to constitute conclusive evidence, binding for all or purposes, that such obligations are secured as provided in this Section 1(iii) (any part such obligations satisfying the foregoing criteria, “Additional Senior Debt”, and each holder of any such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Additional Senior Debt being hereinafter called an “Additional Senior Debt Creditor”, with the Additional Senior Debt Creditors, the Bank Creditors and the Interest Rate Exchanger as a preferenceProtection Creditors being called the “Secured Creditors”) and the due performance and compliance with the terms of any agreement or instrument governing any such Additional Senior Debt (any such agreement or instrument, fraudulent transfer or otherwise an “Additional Senior Debt Agreement”) (all such obligations and liabilities being herein referred to as the "UNDERLYING DEBT"“Additional Senior Debt Obligations”); (iv) any and all sums reasonably advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (as hereinafter defined); and (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii), (iii) and all obligations (iv) above, after an Event of every nature Default (such term, as used in this Agreement, shall mean any Event of Assignor now Default under, and as defined in, the Credit Agreement, or hereafter existing any event of default (after any applicable grace period) under this any Additional Senior Debt Agreement or any payment default by the Company under any Interest Rate Protection Agreement and shall in any event include, without limitation, any payment default (all such obligations after the expiration of Assignorany applicable grace period) on any of the Obligations (as hereinafter defined) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the Underlying Debt, being the "SECURED OBLIGATIONS")“Obligations”.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including without limitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Grantors now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements Agreements, and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Grantors now or hereafter existing under this Agreement (all such obligations of AssignorGrantors, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including including, in the payment case of amounts each Pledgor that would become is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due but for the operation performance and compliance by such Pledgor with all of the automatic stay terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under Section 362(athis clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and all interest that accrues after the Bankruptcy Codecommencement of any case, 11 U.S.C. (S)362(a))proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of all obligations and liabilities of every nature of Assignor any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter existing under or incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising (including, in the Subsidiary Guarantycase of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Interest Rate Protection Agreements and Other Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the other Loan reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the Lender Interest Rate Agreements “Obligations”, it being acknowledged and all agreed that the “Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and is made by each Pledgor for ------------------------ the Collateral is collateral security for, benefit of the Secured Creditors to secure: (a) the full and prompt payment or and performance in full when due, whether at stated maturity, by required prepaymentacceleration or otherwise, declaration, acceleration, demand or otherwise of (i) all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature of Assignor such Pledgor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any Loan Document to which such Pledgor is a party and due performance and compliance by such Pledgor with the terms of each such Loan Document to which such Pledgor is a party (the "Loan Document Obligations"), (ii) all obligations (including obligations ------------------------- which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Interest Rate Protection Creditors, now existing under or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Protection Agreements, including all obligations of such Pledgor under any Guaranty in respect of the Interest Rate Protection Agreements and (the "Interest Rate ------------- Protection Obligations"), (iii) all extensions or renewals thereof, whether for principal, interest obligations (including without limitation interest thatobligations ---------------------- which, but for the filing automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Management Loan Creditor, now existing or hereinafter incurred under, arising out of or in connection with the Management Loan Guaranty (the "Management Loan --------------- Guaranty Obligations"); and (iv) all obligations (including obligations -------------------- which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Bastet/Mission Creditors, now existing and hereafter incurred under, arising out of or in connection with the Bastet/Mission Guaranty (the "Bastet/Mission Guaranty Obligations"); ----------------------------------- (b) any and all sums advanced by the Pledgee in order to preserve the Pledged Collateral or preserve its security interest in the Pledged Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined below)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Pledged Collateral, or of any exercise by the Pledgee of its rights hereunder (including, without limitation, all transfer taxes (other than income and franchise taxes) arising as a result of any dissolution of a petition in bankruptcy Pledged Partnership or Pledged Limited Liability Company), together with respect reasonable attorneys' fees and court costs; and (d) all amounts paid by any Secured Creditor to Assignor, would accrue on which such Secured Creditor has the right to reimbursement under Sections 20 and 21 of this ----------- -- Agreement; all such obligations), reimbursement liabilities, sums and expenses set forth in clauses (a) through (d) of amounts drawn under Letters this Section 3 being collectively called the "Obligations", it --------- ----------- being acknowledged and agreed that the Obligations shall include extensions of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwisecredit described above, whether voluntary outstanding on the date of this Agreement or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including without limitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (a) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. liabilities and indebtedness (S)362(a))including, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofprincipal, whether for principalpremium, interest (including including, without limitation limitation, all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Borrower or any Subsidiary thereof at the rate provided for in the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedrespective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations, fees, costs and indemnities) of each Borrower owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document and the due performance and compliance by each Borrower with othersall of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under this clause (i), being herein collectively called the “Credit Document Obligations”); (b) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest hereunder in the Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (d) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (e) all amounts owing to the Administrative Agent or any other agent or any of their respective affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ in the Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor each Grantor to Lender now or hereafter existing under or arising out of or in connection with the Loan Documents, including, without limitation, the “Guaranteed Obligations” under the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, obligations are direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"“Secured Obligations”). Notwithstanding the terms of the Credit Agreement or any related document, as concerns the obligations of each Grantor with respect to the Secured Obligations, prepayment is required by a Grantor under the Subsidiary Guaranty each time (to be paid within ten (10) days thereafter) that such Grantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in Grantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by Grantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and all obligations (ii) the total amount of every nature of Assignor now or hereafter existing any such prepayment required at a particular time under this Agreement (all such obligations of AssignorSubsidiary Guaranty, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by a Grantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the Underlying Debtamount of funds then raised by such sale of equity interest or borrowings. Without limiting the generality of the foregoing, being this Agreement secures, as to each Grantor, the "SECURED OBLIGATIONS")payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to Lender under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving an Obligated Party.

Security for Obligations. This Agreement secures, secures and ------------------------ the Collateral is collateral security for, for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand declaration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), ) of all obligations and liabilities of every nature of Assignor Holding now or hereafter existing under the Credit Agreement, including, without limitation, all Obligations under the Credit Agreement and any promissory note or arising out of other document or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements instrument delivered pursuant thereto and all amendments, extensions or renewals thereofthereof or hereof, whether for principal, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to Assignorthe Holding or Borrower, would accrue on such obligations, whether or not a claim is allowed against Holding or Borrower in any such bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities expenses or otherwise, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger Collateral Agent as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Holding now or hereafter existing under this Agreement (all such obligations of AssignorHolding, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including including, in the payment case of amounts each Pledgor that would become is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due but for the operation performance and compliance by such Pledgor with all of the automatic stay applicable terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under Section 362(athis clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the Bankruptcy Codecommencement of any case, 11 U.S.C. (S)362(a))proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of all obligations and liabilities of every nature of Assignor any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors, whether now existing or hereafter existing under or incurred under, arising out of or in connection with, each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty in respect of each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the Subsidiary Guarantyterms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the other Loan Documents reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Lender Interest Rate Agreements right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and all expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor each Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and Documents, together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor each Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgors being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepaymentredemption, declarationconversion, repurchase, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a§362(a)), of all obligations and liabilities of every nature of Assignor Company now or hereafter existing under or arising out of or in connection with this Agreement or any of the Subsidiary GuarantyIndenture Documents, the other Loan Documents and the Lender Interest Rate Agreements and together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger Collateral Agent as a preference, fraudulent transfer or otherwise (otherwise; all such other loans and future advances made by Collateral Agent to any Pledgor and all other debts, obligations and liabilities of each Pledgor or every kind and character now or hereafter existing in favor of Collateral Agent, whether direct or indirect, primary or secondary, joint or several, fixed or contingent, secured or unsecured, and whether originally payable to Collateral Agent or to a third party and subsequently acquired by Collateral Agent, it being the "UNDERLYING DEBT")contemplated that any Pledgor may hereafter become indebted to Collateral Agent for such further debts, obligations and liabilities; and all obligations of every nature of Assignor Pledgors now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgors being the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Agreement secures, and ------------------------ is made by each Pledgor for the Collateral is collateral security for, benefit of the prompt Secured Creditors to secure: (i) the full payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including including, without limitation, in the payment case of amounts each Pledgor that would become is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Subsidiaries Guaranty) and the due but for the operation performance and compliance by such Pledgor with all of the automatic stay terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under Section 362(athis clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the Bankruptcy Codecommencement of any case, 11 U.S.C. (S)362(a))proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of all obligations and liabilities of every nature of Assignor the Borrower at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by the Borrower to the Other Creditors, now existing or hereafter existing under or incurred under, arising out of or in connection with any Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitation, in the Subsidiary Guarantycase of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Subsidiaries Guaranty in respect of the Secured Hedging Agreements), and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the other Loan reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnified Person as to which such Indemnified Person has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the Lender Interest Rate Agreements “Obligations”, it being acknowledged and all agreed that the “Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished after the date of this Agreement and later increasedshall exclude, created or incurrednotwithstanding anything to the contrary contained in any Credit Document, and all or any portion Excluded Swap Obligations of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Pledgor.

Security for Obligations. This Agreement secures, is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise (including other action relating to the payment of amounts that would become due but for the operation bankruptcy, insolvency, reorganization or similar proceeding of the automatic stay under Section 362(aPledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations for fees, costs and indemnities) of the Bankruptcy CodePledgor to the Lender Creditors, 11 U.S.C. whether direct or indirect (S)362(a)including those acquired by assumption), absolute or contingent, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in the other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to the Applicable Hedging Agreements being herein collectively, called the “Loan Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and liabilities indebtedness (including, without limitation, all interest that accrues after the commencement of every nature any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Assignor the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by the Pledgor to the Hedge Counterparties, whether now existing or hereafter existing under or incurred under, arising out of or in connection with any Applicable Hedging Agreement, whether such Applicable Hedging Agreement is now in existence or hereinafter arising, and the Subsidiary Guarantydue performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in each such Applicable Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Hedging Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral; and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor referred to in clauses (i) through (iii) above, after a Designated Event of Default shall have occurred and be continuing, the other Loan Documents reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the Lender Interest Rate Agreements “Obligations”, it being acknowledged and all agreed that the “Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (a) the full and ------------------------ the Collateral is collateral security for, the prompt payment or and performance in full when due, whether at stated maturity, by required prepaymentacceleration or otherwise, declaration, acceleration, demand or otherwise of (i) all obligations (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations would become due) and liabilities of every nature of Assignor such Pledgor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any Loan Document to which such Pledgor is a party or its property is subject and due performance and compliance by such Pledgor with the terms of each such Loan Document to which such Pledgor is a party or its property is subject (the “Loan Document Obligations”), (ii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Interest Rate Protection Creditors, now existing under or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Protection Agreements, including all obligations of such Pledgor under any Guaranty in respect of the Interest Rate Protection Agreements (the “Interest Rate Protection Obligations”), and (iii) all extensions or renewals thereof, whether for principal, interest obligations (including without limitation interest thatobligations which, but for the filing automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Nexstar Creditors, now existing and hereafter incurred under, arising out of or in connection with the Nexstar Guaranty (the “Nexstar Guaranty Obligations”); (b) any and all sums advanced by the Pledgee in order to preserve the Pledged Collateral or preserve its security interest in the Pledged Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined below)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Pledged Collateral, or of any exercise by the Pledgee of its rights hereunder (including, without limitation, all transfer taxes (other than income and franchise taxes) arising as a result of any dissolution of a petition in bankruptcy Pledged Partnership or Pledged Limited Liability Company), together with respect reasonable attorneys’ fees and court costs; and (d) all amounts paid by any Secured Creditor to Assignor, would accrue on which such Secured Creditor has the right to reimbursement under Sections 20 and 21 of this Agreement; (e) all such obligations), reimbursement liabilities, sums and expenses set forth in clauses (a) through (d) of amounts drawn under Letters this Section 3 being collectively called the “Obligations”, it being acknowledged and agreed that the Obligations shall include extensions of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwisecredit described above, whether voluntary outstanding on the date of this Agreement or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the Subsidiary GuarantyGuaranty and, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise taking into account any applicable grace, notice or cure period (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)ss.362(a) or similar provision of any foreign law), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligationsobligations whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Lender Interest Rate AgreementsAgreements in accordance with the terms of the applicable Interest Rate Agreement, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBTUnderlying Debt"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of AssignorGrantor, together with the Underlying Debt, being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. (a) This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including including, in the payment case of amounts each Pledgor that would become is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due but for the operation performance and compliance by such Pledgor with all of the automatic stay terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under Section 362(athis clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements being herein collectively called, the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the Bankruptcy Codecommencement of any case, 11 U.S.C. (S)362(a))proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of all obligations and liabilities of every nature of Assignor any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter existing under or incurred under, arising out of or in connection with each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the Subsidiary Guarantycase of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of each Secured Hedging Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called, the other Loan Documents and the Lender Interest Rate Agreements “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v)of this Section 1 being herein collectively called, the “Obligations”, it being acknowledged and agreed that the “ Obligations” shall include extensions or renewals thereofof credit of the types described above, whether for principal, interest (including without limitation interest that, but for outstanding on the filing date of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities this Agreement or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, this Agreement. (b) Notwithstanding anything herein to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preferencecontrary, fraudulent transfer or otherwise (all such obligations the lien and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under security interest granted pursuant to this Agreement (all such obligations and the exercise of Assignorany right or remedy hereunder are subject to the provisions of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, together with the Underlying Debt, being terms of the "SECURED OBLIGATIONS")Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect.

Security for Obligations. This Agreement securesThe pledge, assignment, and ------------------------ grant in this Agreement is made by the Collateral is collateral security for, Pledgor to the prompt Banks to secure: (a) the payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities liabilities, whether contingent or otherwise, of every nature of Assignor the Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyGuaranty and, to the extent the Pledgor may have any obligations thereunder, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofPFA, whether for principal, interest (including without limitation interest thatinterest, but for the filing of a petition in bankruptcy with respect to Assignorpremium, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreementsindemnity amounts, fees, expenses, indemnities or otherwise, whether voluntary or involuntaryincluding, direct or indirectwithout limitation, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor the Pledgor now or hereafter existing under this Agreement Agreement; (b) the performance by the Pledgor of all of its obligations and liabilities to the Banks under the Guaranty and, to the extent the Pledgor may have any obligations thereunder, the PFA; and (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling, or otherwise disposing of or realizing on the Collateral, together with attorneys' fees and court costs (all such obligations obligations, liabilities, sums, and expenses of Assignor, together with the Underlying Debt, Pledgor set forth in clauses (a) through (c) above being herein collectively called the "SECURED OBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by the Pledgor to the Banks but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. liabilities and indebtedness (S)362(a))including, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofprincipal, whether for principalpremium, interest (including including, without limitation limitation, all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the filing of respective documentation, whether or not a claim for post-petition interest is allowed in bankruptcy with respect to Assignor, would accrue on any such obligationsproceeding), reimbursement of amounts drawn obligations under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expensescosts and indemnities) of such Pledgor to the Lender Creditors, indemnities whether now existing or hereafter incurred under, arising out of, or in connection with, the Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in such Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Secured Hedging Agreements entitled to the benefits of this Agreement, being herein collectively called the "Loan Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, whether voluntary liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or involuntaryother action relating to the bankruptcy, direct insolvency, reorganization or indirect, absolute or contingent, liquidated or unliquidatedsimilar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding), owing by such Pledgor to the Other Creditors under, or with othersrespect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty), any Secured Hedging Agreement entitled to the benefits of this Agreement, whether such Secured Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default (which term as used herein shall mean any Event of Default under, and as defined in, the Credit Agreement or any payment default upon the expiration of any applicable grace period by Borrower under any Secured Hedging Agreement) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Loan Documents in its capacity as such; all such indebtedness, obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the "Obligations", it being acknowledged and agreed that the "Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement secures, is for (a) the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepaymentacceleration or otherwise) of (x) the principal of and interest on the Notes issued by, declarationand the Loans made to, accelerationthe Pledgor under the Credit Agreement, demand or otherwise (including y) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued under the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aCredit Agreement and (z) all other obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Bankruptcy CodePledgor, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Credit Documents and the Lender Interest Rate Agreements due performance of and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for compliance with the filing terms of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Credit Documents (all such obligations and liabilities under this clause (i) being herein collectively called the "UNDERLYING DEBTCredit Agreement Obligations"); (ii) the full and prompt payment when due of all obligations and liabilities of the Pledgor to the Interest Rate Creditors pursuant to any Secured Interest Rate Agreement, whether now in existence or hereinafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement, and all obligations the due performance and compliance with the terms of every nature of Assignor now or hereafter existing under this Agreement the Secured Interest Rate Agreements by the Pledgor (all such obligations and liabilities under this clause (iii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; and (iv) in the event of Assignorany proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default after any applicable grace period under any Secured Interest Rate Agreement) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with the Underlying Debtreasonable attorneys' fees and court costs; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being collectively called the "SECURED OBLIGATIONSObligations"), it being acknowledged and agreed that the "Obligations" shall include extensions of credit described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. This Agreement secures, and the ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party, Syndication Agent or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Grantor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, ------------------------ and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party, Syndication Agent, Documentation Agent or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Grantor being the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligationsobligations whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a§362(a)), of of, (a) with respect to the Borrower and the Swap Obligors, all obligations and liabilities of every nature of Assignor the Borrower and any Swap Obligor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents Documents, any Lender Swap Contracts and the Lender Interest Rate Agreements Senior Note Obligations; and (b) with respect to each Subsidiary Pledgor and Additional Pledgor, all obligations and liabilities of every nature of the Subsidiary Pledgors now or hereafter existing under or arising out of or in connection with the Guaranty and the Senior Note Obligations, in each case together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate AgreementsSwap Contracts, premiums, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee the Secured Party or any Lender or Interest Rate Exchanger Beneficiary as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor the Pledgors now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgors being the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. liabilities and indebtedness (S)362(a))including, of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest thatpremium, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations)interest, reimbursement of amounts drawn obligations under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expensescosts and indemnities (including, indemnities without limitation, all interest that accrues after the commencement of any case, proceeding or otherwiseother action relating to the bankruptcy, whether voluntary insolvency, reorganization or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedsimilar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not jointly owed a claim for post-petition interest is allowed in any such proceeding)) of each Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Assignor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which it is a party) and the due performance and compliance by such Pledgor with othersall of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which it is a party), each Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Treasury Service Creditors with respect to Treasury Services, whether such Treasury Services are now in existence or hereafter arising in each case pursuant to any Treasury Services Agreement (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "Treasury Service Obligations"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Assignor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of this Section 1 being herein collectively called the "Obligations", it being acknowledged and agreed that the "Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time decreased or extinguished and later increased, created or incurred, and all or any portion after the date of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Agreement.

Security for Obligations. This Agreement securesis made by each Pledgor for the benefit of the Secured Creditors to secure: (i) existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and ------------------------ the Collateral other Credit Documents to which such Pledgor is collateral security fora party (including without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise otherwise) of all obligations and liabilities (including the payment of amounts that would become due obligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a))would become due) owing by such Pledgor to the Other Creditors under, of all obligations and liabilities of every nature of Assignor or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter existing under or arising out of or in connection with the Subsidiary Guarantyarising, the other Loan Documents and the Lender Interest Rate Agreements due performance and compliance by such Pledgor with all extensions or renewals thereofof the terms, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, conditions and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "UNDERLYING DEBTOther Obligations"), ; (iii) any and all obligations sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (to the extent provided for in the Credit Documents); (iv) in the event of every nature any proceeding for the collection or enforcement of Assignor now any indebtedness, obligations, or hereafter existing under this Agreement liabilities of such Pledgor referred to in clauses (all i), (ii) and (iii) above, after an Event of Default (as such obligations term is defined in the Security Agreement) shall have occurred and be continuing, the reasonable expenses of Assignorretaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Underlying Debt, being right to reimbursement under Section 11 of this Agreement. whether outstanding on the "SECURED OBLIGATIONS")date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection362(a)), of (i) all obligations and liabilities of every nature of Assignor Valhi now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Subordinated Promissory Note and all extensions or renewals thereofthereof and any agreements or instruments entered into in connection therewith, and (ii) all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Second SPT Guaranty, in the case of each of clauses (i) and (ii) whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorValhi or Pledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee or any Lender or Interest Rate Exchanger Secured Party as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of AssignorPledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section SECTION 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Borrower now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all renewals or extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Assignorany Pledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer transfer, or otherwise and of each Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty, (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor each Pledgor now or hereafter existing under this Agreement (all such obligations of AssignorPledgors, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Grantor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Grantor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party, Syndication Agent or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(aSection 362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyCredit Agreement, the other Loan Documents and the Lender Interest Rate Agreements entered into with any Interest Rate Exchanger, and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorPledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of AssignorPledgor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(ass.362(a)), of all obligations and liabilities of every nature of Assignor Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to AssignorPledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Assignee Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT")otherwise, and all obligations of every nature of Assignor Pledgor now or hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, Pledgor being the "SECURED OBLIGATIONS").