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 and performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Note Purchase Agreement, including the Obligations (as defined in Guaranty and the Credit Agreement)other Basic Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, including the Obligations (as defined in the Credit Agreement)Indenture and Mortgage Documents and all amendments, however createdextensions or renewals thereof, arising or evidencedwhether for principal, and whether or not evidenced by a Loan Document (includingpremium, without limitationif any, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPFC, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each every nature of Debtor now or hereafter existing under or arising out of the Term Loan Agreement dated as of the date hereof, between the Debtor and Secured Party, including Party (the Obligations (as defined in the Credit "Term Loan Agreement"), however createdand the Non-Recourse Promissory Note and all extensions or renewals thereof, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorDebtor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Debtor now or hereafter existing under this Agreement (collectivelyall such obligations of Debtor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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 Pledgor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in Guaranty and the Credit Agreement), however created, arising or evidencedother Loan Documents, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party Bank as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors 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 (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Grantors now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors any Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantors, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, (i) the prompt payment and performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand 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 and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code or any successor provision thereto, and all interest accruing on the payment obligations set forth in the Note after the filing of a petition by or against the Pledgor under the Bankruptcy Code, in accordance with the Credit Agreement, Note whether or otherwisenot the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code), of all obligations of each Grantor to each Secured PartyPledgor under the Note, including the Obligations (as defined in the Credit Agreement)whether now existing or hereafter arising, however created, arising voluntary or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligationsinvoluntary, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together jointly owed with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntaryothers, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent or any other Secured Party Pledgee as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "Underlying Debt"), and (ii) all obligations or liabilities of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of IV-1 and IV-2 now or hereafter existing under or arising out of or in connection with the Loan Agreements, including the Obligations (as defined in the Credit Agreement), however created, arising now or evidencedhereafter existing, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorIV-1 or IV-2, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, including the Obligations (as defined in other Loan Documents and the Credit Agreement)Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorAssignor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Assignee or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Assignor now or hereafter existing under this Agreement (collectivelyall such obligations of Assignor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and ------------------------ the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, including the Obligations (as defined in other Loan Documents and the Credit Agreement)Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. §362(a)), of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement)and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Collateral Agent or any other Secured Party Creditor as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature of Grantors the Company or any other Pledgor now or hereafter existing under Section 13 of this Agreement (collectivelyall such obligations of Pledgors, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S) 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. §362(a)), of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement)and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Credit Party as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature of Grantors each Pledgor now or hereafter existing under Section 14 of this Agreement (collectivelyall such obligations of Pledgors, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, including the Obligations (as defined in other Loan Documents and the Credit Agreement)Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorAssignor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Assignee or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Assignor now or hereafter existing under this Agreement (collectivelyall such obligations of Assignor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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 each Pledgor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in Guaranty and the Credit Agreement), however created, arising or evidencedother Loan Documents, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantoreach Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party Bank as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors 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 (collectivelyall such obligations of each Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, including the Obligations (as defined in other Loan Documents and the Credit Agreement)Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party, any Lender or any other Secured Party Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, including the Obligations (as defined in other Loan Documents and the Credit Agreement)Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral pledged by each Pledgor is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including without limitation the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of any Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and the Foreign Facilities Guaranty, in each Grantor to each Secured Partycase together with all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, any GrantorForeign Borrower or any other Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company or any other Pledgor for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgors now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to all such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral obligations of such GrantorPledgor being the "SECURED OBLIGATIONS")."

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. § 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Borrower now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise 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 Grantors each Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgors, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, the Subsidiary Guaranty and, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or otherwiserenewals thereof, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise taking into account any applicable grace, notice or cure period (including the Credit Agreementpayment 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. ss.362(a) or otherwisesimilar provision of any foreign law), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, obligations whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Interest Rate Agreements in accordance with all extensions or renewals thereof, whether for principal, interestthe terms of the applicable Interest Rate Agreement, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in other Loan Documents and the Credit Agreement), however created, arising or evidencedInterest Rate Agreements entered into with any Interest Rate Exchanger, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or any Interest Rate Exchanger as a preference, fraudulent (Credit Agreement) 290 transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. § 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Borrower now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise 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 Grantors each Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgors, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. article 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Obligations (as defined in DIP Credit Agreement and the Credit Agreement), however created, arising or evidenced, other Loan Documents and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, reimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such GrantorSECTION 3.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or declaration, acceleration, demand in accordance with the Credit Agreement, or otherwise, of all obligations and liabilities of each Grantor to each Secured Partyevery nature of any Borrower or Borrowers or the Guarantor, including now or hereafter existing, under or arising out of or in connection with the Obligations Credit Agreement, any Loan Documents (as defined in the Credit Agreement), however created, arising ) or evidencedotherwise, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party a Bank as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors any Borrower or Borrowers now or hereafter existing under this Agreement (collectivelyall such obligations, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor."

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in Guaranty and the Credit Agreement), however created, arising or evidencedother Loan Documents, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Borrower now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise 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 Grantors each Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgors, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, and otherwise (all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.obligations

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss. 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. § 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, any obligation incurred by Grantor with respect to the execution of any Assigned Agreement executed as provided hereunder and of each and every obligation of Grantor with respect to interest rate swap agreements, interest rate swaps, caps and/or collar agreements entered into with any Lender which is a party to the Credit Agreement (each such agreement being referred to herein as an “Interest Rate Agreement”), each covenant, promise and other amounts agreement contained in any Interest Rate Agreement, and the costs and expenses of enforcement against Grantor of any Interest Rate Agreements, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.”

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. ss.362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or otherwiserenewals thereof, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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), of, all obligations and liabilities of every nature of any Obligor now or hereafter existing under or arising out of or in accordance connection with the Credit AgreementNote Purchase Agreement and the other Basic Documents, in each case together with all extensions or otherwiserenewals thereof, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor Pledgor for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent the Lender or any other Secured Party Beneficiary as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of the Obligors being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of each Grantor to each Secured Party, including the Obligations (as defined Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgors, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgors now or hereafter existing under this Agreement (collectively, all such obligations of Pledgors being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Borrower now or hereafter existing under or arising out of or in connection with the Financing Documents, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorBorrower, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Collateral Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section362(a)), of (i) all obligations and liabilities of every nature of Valhi now or hereafter existing under or arising out of or in accordance connection with the Credit AgreementSubordinated Promissory Note and all extensions or renewals thereof and any agreements or instruments entered into in connection therewith, or otherwise, of 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 Grantor to each Secured Party, including the Obligations of clauses (as defined in the Credit Agreement), however created, arising or evidenced, i) and (ii) whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorValhi or Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. (a) This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each every nature of Grantor now or hereafter existing under or arising out of, in connection with, or related to each Secured Party, including the Obligations (as defined in the Credit AgreementAgreement and the other Credit Documents and all extensions or renewals thereof, whether for principal, interest (including without limitation interest, fees (including without limitation attorneys' fees), however createdexpenses, arising costs or evidenced, and whether any other amount or not evidenced by a Loan Document (including, without limitation, interest and other amounts claim that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party, the Issuing Bank or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party, any Lender or any other Secured Party Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however createdwhether for principal, arising or evidenced, and whether or not evidenced by a Loan Document interest (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.every

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. §362(a)), of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement)and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature of Grantors each Pledgor now or hereafter existing under Section 14 of this Agreement (collectivelyall such obligations of Pledgors, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Note Purchase Agreement and the other Basic Documents and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Assignor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however createdwhether for principal, arising or evidenced, and whether or not evidenced by a Loan Document interest (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any GrantorAssignor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Assignee or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors Assignor now or hereafter existing under this Agreement (collectively, all such obligations of Assignor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Note and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, ------------------------ and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Secured Party, Syndication Agent, Documentation Agent or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, all such obligations of Grantor being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, obligations whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Indenture and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, all such obligations of Grantor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Obligations Facilities Agreement and any other Finance Document (as defined in the Credit Agreementand all extensions or renewals thereof), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Pledgor or any Grantorother Obligor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Secured Party, Syndication Agent or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in other Loan Documents and the Credit Agreement), however created, arising or evidencedInterest Rate Agreements entered into with any Interest Rate Exchanger, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, secures and the Collateral is collateral security for, for the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with otherwise (including the Credit Agreementpayment 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. Section 362(a) whether or otherwise, not a claim is allowed therefor) of all obligations of each Grantor every nature of the Debtor to each the Secured Party, including the Obligations (as defined in the Credit Agreement)now or hereafter existing, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, the obligations of the Debtor under the Note, any other promissory note, document or instrument delivered pursuant thereto and all amendments, extensions or renewals thereof, and in any case whether for principal, interest and other amounts (including without limitation, interest that, but for the filing of a petition in bankruptcy with respect to any Grantorthe Debtor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, attorneys' fees, premiums, expenses, reimbursement obligations, indemnities, expenses or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising arising, voluntary or acquired, liquidated or unliquidatedinvoluntary, whether or not jointly owed with others, direct or indirect, (including participations or any interest of Secured Party in indebtedness of the Debtor to others), absolute or contingent, liquidated or unliquidated, 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 Agent or any other the Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "UNDERLYING DEBT"), and including, without limitation, all obligations of every nature of Grantors the Debtor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to all such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment obligations of the Security Interest in any of Debtor, together with the Collateral of such GrantorUnderlying Debt, being the "SECURED OBLIGATIONS").

Security for Obligations. This The agreements of each Pledgor under this Agreement securessecure, and the Pledged Collateral of such Pledgor is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of such Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to all such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral obligations of such GrantorPledgor being such Pledgor's "SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and promptpayment or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment 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. §362(a) or otherwiseany similar or comparable laws of jurisdictions outside the United States), of all obligations and liabilities of each Grantor to each Secured Party, including every nature of NSE or any of its affiliates now or hereafter existing under or arising out of or in connection with the Obligations (as defined in the Credit Collateral Agency and Intercreditor Agreement)) and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to NSE or any Grantorof its affiliates, would accrue on such obligationsObligations, whether or not a claim is allowed against such Grantor NSE and its affiliates for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent Secured Party or any other Secured Benefitted Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors NSE or its affiliates now or hereafter existing under this Agreement any Senior Secured Loan Document (collectively, all such obligations of NSE and its affiliates being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party, or any other Secured Party Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of each Grantor to each Secured Party(whether as a borrower or guarantor) now or hereafter existing under or arising out of or in connection with the Indenture and the Notes and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement)whether for principal, however created, arising or evidenced, and whether or not evidenced by a Loan Document interest (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, a Grantor would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors each Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantors, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreementdeclaration, acceleration, demand, or otherwiseotherwise (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. §362(a)), of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement)and all renewals or extensions thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature of Grantors each Pledgor now or hereafter Form of Pledge Agreement existing under Section 14 of this Agreement (collectivelyall such obligations of Pledgors, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Following occurrence of the Grant Effectiveness Condition, this Agreement securesshall secure, and the Collateral is will be collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including now or hereafter existing under or arising out of or in connection with the Obligations (as defined in Subordinated Loan Agreement and the Credit Agreement), however created, arising or evidencedother Loan Documents, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S) 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Loan Agreement and the other Loan Documents and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, Pledgor would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, due of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Grantor, now or hereafter existing, under or arising out of or in connection with the Notes, the Note Purchase Agreement, the Company Deed of Trust and the other Basic Documents (including the Obligations (as defined in payment of amounts that would become due but for the Credit Agreementoperation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), however createdand all extensions or renewals thereof, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. § 362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including every nature of Grantors now or hereafter existing under or arising out of or in connection with the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, Indenture and whether or not evidenced by a Loan Document (including, without limitation, interest Notes and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principalincluding, interestwithout limitation, any obligation incurred by Grantors with respect to the execution of any Assigned Agreement executed as provided hereunder and fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party holder of Notes as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectivelyall such obligations of Grantors, together with the Underlying Debt, being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.”

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Investment Agreement and the Subordinated Note Agreement, in each Grantor to each Secured Partycase together with all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Company and Pledgor being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Purchase Agreement and the Promissory Note and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement)whether for principal, however created, arising or evidenced, and whether or not evidenced by a Loan Document interest (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, liquidated or unliquidated, whether or not jointly owed owned 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. ss.362(a)), of all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or otherwiserenewals thereof, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Assignee or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Assignor now or hereafter existing under this Agreement (collectivelyall such obligations of Assignor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise taking into account any applicable grace, notice or cure period (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Interest Rate Agreements in accordance with all extensions or renewals thereof, whether for principal, interestthe terms of the applicable Interest Rate Agreement, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Secured Party, Syndication Agent or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, all such obligations of Grantor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section 362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, Guaranty and the other Loan Documents and all extensions or otherwiserenewals thereof, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorAssignor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Assignee or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Assignor now or hereafter existing under this Agreement (collectivelyall such obligations of Assignor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement securesand the pledges hereunder secure, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor every nature of Pledgor to each Secured Partythe Agents, including the Obligations (as defined Lenders and Interest Rate Exchangers now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Agent, Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature, of each Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with any Financing Agreement, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a any other Loan Document (includingor any Hedge Agreement and all extensions or renewals of any of the foregoing, without limitationwhether for principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Hedge Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Collateral Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors each Grantor now or hereafter existing under this Agreement (collectively, all of the “foregoing being referred to herein collectively as the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. (a) This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor every nature of Grantors now or hereafter existing under or arising out of, in connection with, or related to each Secured Party, including the Obligations (as defined in the Credit AgreementAgreement and the other Credit Documents and all extensions or renewals thereof, whether for principal, interest (including without limitation interest, fees (including without limitation attorneys' fees), however createdexpenses, arising costs or evidenced, and whether any other amount or not evidenced by a Loan Document (including, without limitation, interest and other amounts claim that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party, the Issuing Bank or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectivelyall such obligations of Grantors, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. 'SS'362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including now or hereafter existing under or arising out of or in connection with the Obligations (as defined in Term Loans under the Amended Credit Agreement), however created, arising or evidencedAgreement and the Term Loan Notes, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party Term Loan Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, all such obligations of Grantor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including without limitation the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including now or hereafter existing under or arising out of or in connection with the Obligations (as defined in the Credit Agreement), however created, arising or evidencedGuaranty, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. section 362(a), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Assignor now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorAssignor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Assignee or any other Secured Party Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Assignor now or hereafter existing under this Agreement (collectivelyall such obligations of Assignor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, otherwise (all such obligations and liabilities being the "UNDERLYING DEBT") and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.every

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. 'SS'362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Party, including the Obligations (as defined now or hereafter existing under or arising out of or in connection with the Credit Agreement)Agreement and the other Loan Documents and all extensions or renewals thereof, however createdwhether for principal, arising or evidenced, and whether or not evidenced by a Loan Document interest (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, all such obligations of Grantor being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each every nature of Grantor to each Secured Partynow or hereafter existing under or arising out of or in connection with the Indenture and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, all such obligations of Grantors being the “Secured Obligations”"SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including without limitation the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. ss.362(a)), of all obligations and liabilities of each Grantor to each Secured Party, including the Obligations (as defined every nature of Grantors now or hereafter existing under or arising out of or in connection with the Credit Agreement), however created, arising or evidencedAgreement and the other Loan Documents and the Lender Interest Rate Agreements, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectivelyall such obligations of Grantors, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, (i) the prompt payment and performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with otherwise (including the Credit Agreementpayment 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. ss. 362(a) and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506 (b), or otherwiseany successor provision thereto), of all obligations of each Grantor to each Secured PartyFMI under the Facility Documents, including the Obligations (as defined in the Credit Agreement)whether now existing or hereafter arising, however created, arising voluntary or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligationsinvoluntary, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together jointly owed with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntaryothers, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Collateral Agent or any other Secured Party Beneficiaries as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "Underlying Debt"), and (ii) all obligations of the Pledgors under their Guarantees (the "Guarantee Obligations") and (iii) all obligations or PLEDGE AGREEMENT liabilities of every nature of Grantors Pledgors now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgors, together with the “Underlying Debt and the Guarantee Obligations, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Pledge Agreement secures, and secures the Collateral is collateral security for, the prompt indefeasible payment in full and performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, of all obligations of Grantor and each Grantor Subsidiary now or hereafter existing under the Securities Purchase Agreement, the Notes and each other Transaction Document, whether for principal of and interest on the Notes (including, without limitation, all interest that accrues after the commencement of any bankruptcy proceeding of the Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to each Secured Party, including the Obligations (as defined in the Credit Agreementexistence of such bankruptcy proceeding), however proceeds, payments, costs, fees, expenses or otherwise, and all other obligations of Grantor and each Subsidiary to Buyer pursuant to any of the Transaction Documents, howsoever created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for in connection with the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligationsSecurities Purchase Agreement, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, primary or secondary, fixed or absolute or contingent, joint or several, absolute or contingent or now or hereinafter existing or hereafter arising due or acquiredto become due, liquidated including all renewals, rearrangements, increases, extensions for any period, substitutions, modifications, amendments or unliquidated, whether supplements in whole 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 in part of such payment is avoided any of the above loan documents, agreements or recovered directly or indirectly from Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseobligations, and all obligations of every nature of Grantors Grantor and each Subsidiary, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, fixed or absolute or contingent, joint or several, or now or hereafter existing under this Pledge Agreement and each other Transaction Document to which it is or may become a party (collectively, all such obligations of Grantor and each Subsidiary being the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in other Loan Documents and the Credit Agreement), however created, arising or evidencedInterest Rate Agreements entered into with any Interest Rate Exchanger, and all extensions or renewals thereof, whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interestreimbursement of amounts drawn under Letters of Credit, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party, or any other Secured Party Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any all such obligations of them to such Grantor, that such Grantor has rights in its Collateral existing at together with the date of this Agreement and that such Grantor and Underlying Debt, being the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. Section 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all amendments, including the Obligations (as defined in the Credit Agreement)extensions or renewals thereof, however createdwhether for principal, arising or evidencedpremium, and whether or not evidenced by a Loan Document (including, without limitationif any, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorPledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, ------------------------ and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S)362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any GrantorCompany, would accrue on such obligations, whether or not a claim is allowed against such Grantor Company for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Secured Party, Syndication Agent, Documentation Agent or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectively, all such obligations of Pledgor being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. ss. 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or otherwiserenewals thereof, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Interest Rate Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent Secured Party or any other Secured Party Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantors Grantor now or hereafter existing under this Agreement (collectivelyall such obligations of Grantor, together with the “Underlying Debt, being the "Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment and or performance in full when duedue in accordance with the terms of the Credit Agreement and other Loan Documents, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment 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. Section 362(a) or otherwiseany successor provision), of all obligations of each Grantor to each Secured Party, including the Obligations and Guarantied Obligations (as defined in the Credit Agreement)Guaranty) of each Grantor and all extensions or renewals thereof, however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed or allowable against such any Grantor for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent the Secured Party or any other Secured Party Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors each Grantor now or hereafter existing under this Agreement (collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to all such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment obligations of the Security Interest in any of Grantors being the Collateral of such Grantor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand in accordance with otherwise (including the Credit Agreementpayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, or otherwise11 U.S.C. (S) 362(a)), of all obligations and liabilities of each Grantor to each Secured Partyevery nature of Grantors now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, including the Obligations (as defined in the Credit Agreement)whether for principal, however created, arising or evidenced, and whether or not evidenced by a Loan Document interest (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any GrantorBorrower, would accrue on such obligations, whether or not a claim is allowed against such Grantor Borrower for such amounts interest in the related bankruptcy proceeding), together with all extensions or renewals thereofreimbursement of amounts drawn under Letters of Credit, whether payments for principal, interestearly termination of Lender Hedging Agreements, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Collateral Agent or any other Secured Party or Hedging Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, all such obligations of Grantors being the “"Secured Obligations”"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and or performance in full when due, whether at stated maturity, by required prepayment, acceleration declaration, acceleration, demand or demand 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. Section362(a)), of (i) all obligations and liabilities of every nature of Valhi now or hereafter existing under or arising out of or in accordance connection with the Credit Agreement, Subordinated Note and all extensions or otherwise, of renewals thereof 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 SPT Guaranty, in the case of each Grantor to each Secured Party, including the Obligations of clauses (as defined in the Credit Agreement), however created, arising or evidenced, i) and (ii) whether or not evidenced by a Loan Document (including, without limitationfor principal, interest and other amounts (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any GrantorValhi or Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, 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 Agent or any other Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantors Pledgor now or hereafter existing under this Agreement (collectivelyall such obligations of Pledgor, together with the “Secured Obligations”Underlying Debt, being the "SECURED OBLIGATIONS"). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.