October 28, 2011 Uses in Definitions Clause

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of October 28, 2011, by and among Chesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company (COO, LLC), Chesapeake Oilfield Finance, Inc., a Delaware corporation (COO, Inc. and together with COO, LLC, the Issuers), the entities listed on the signature pages hereto as guarantors (each a Guarantor and collectively, the Guarantors), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the Initial Purchasers), each of whom has agreed to purchase the Issuers 6.625% Senior Notes due 2019 (the Initial Notes) jointly and severally guaranteed by the Guarantors (the Guarantees) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the Initial Securities.

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereof. Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. Advice: As defined in Section 6(c) hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The United States Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of all of the following: (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Issuers and the Guarantors under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Exchange Securities: The 6.625% Senior Notes due 2019, of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority. Guarantors: As defined in the preamble hereto. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of October 28, 2011, by and among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Issuers of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchasers: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Securities. Issuers: As defined in the preamble hereto. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Issuers relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities: The Initial Securities together with the Exchange Securities. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such

Definitions

This Loan and Security Agreement, dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among DT Funding, LLC, a Delaware limited liability company, as borrower (the "Borrower"), DT Credit Company, LLC, an Arizona limited liability company ("DTCC"), as servicer (the "Servicer"), the Lenders from time to time parties hereto (the "Lenders"), Wells Fargo Securities, LLC, as administrative agent for the Lenders (the "Administrative Agent"), and Wells Fargo Bank, National Association, as collateral custodian (the "Collateral Custodian") and backup servicer (the "Backup Servicer").

Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:"Accepted Servicing Practices" means, with respect to any Contract, those servicing practices (including collection practices) of prudent subprime auto loan servicing institutions which service auto loans of the same type as such Contract in the jurisdiction where such Contract is located, and which are in accordance with Applicable Law, the provisions of this Agreement and the practices described in the Credit and Collection Policy. "Account Collateral" means, with respect to each Account, such Account, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to such Account and all proceeds thereof."Accounts" means the Collection Account and the Reserve Account."Additional Amount" has the meaning given to such term in Section 2.12(a)."Adjusted Eurodollar Rate" means, on any day, an interest rate per annum equal to the sum of (i) the quotient, expressed as a percentage and rounded upwards, if necessary, to the nearest 1/100 of 1%, obtained by dividing (a) the LIBOR Rate by (b) 100% minus the Eurodollar Reserve Percentage and (ii) the LIBOR Margin."Adjusted Income" of any Person for any fiscal quarter means such Person's pre-tax income, calculated in accordance with GAAP, for the 12 months preceding the end of such quarter, and adjusted to exclude non cash charges including depreciation and amortization expense."Administrative Agent" has the meaning given to such term in the Preamble."Administrative Agent's Account" means that certain account held at Wells Fargo Bank (account number [[?]])."Advisors" means accountants, attorneys, consultants, advisors and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing."Affected Party" has the meaning given to such term in Section 2.11(a)."Affiliate" means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" or "controlled" have meanings correlative to the foregoing."Aggregate Commitment" means, as of any day, the sum of the Commitments of each Lender."Aggregate Unpaids" means, with respect to any date, an amount equal to the sum of (i) the Loans Outstanding, (ii) all accrued but unpaid Interest, (iii) all amounts due and owing or accrued but unpaid as of such date to the Collateral Custodian and the Backup Servicer and (iv) all other Obligations owed (whether due or accrued) by the Borrower to the Secured Parties and the Administrative Agent under this Agreement and the other Basic Documents."Agreement" has the meaning given to such term in the Preamble."Alternative Rate" means, with respect to any Loan and an Interest Period, an interest rate per annum equal to the Adjusted Eurodollar Rate; provided, however, that the "Alternative Rate" shall be the Base Rate if at the time the relevant Lender has notified the Administrative Agent that a Eurodollar Disruption Event has occurred.________________________ * Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request."Annual Percentage Rate" or "APR" means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the "annual percentage rate" (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date the rate per annum with respect to a Receivable is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, "Annual Percentage Rate" or "APR" shall refer to such reduced rate."Applicable Law" means, with respect to any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including usury laws, the Federal Truth in Lending Act, Regulation Z and Regulation B of the Federal Reserve Board, the Securities Act, including Regulation AB, and the Exchange Act), and applicable judgments, decrees, injunctions, writs, orders or line action of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction."Approved Indebtedness" means any Indebtedness of DTAC and/or DTAG that is subordinated in right of payment and security (if such Indebtedness is secu

Definitions from Asset Management Agreement

THIS ASSET MANAGEMENT AGREEMENT (the Agreement) is made as of this 15th day of March, 2012 (the Effective Date), by and between NRG SOLAR ALPINE LLC, a Delaware limited liability company (as further defined below, the Owner), and NRG SOLAR ASSET MANAGEMENT LLC, a Delaware limited liability company (as further defined below, the Administrator).

Definitions. Unless the express terms of this Agreement shall otherwise provide, capitalized terms used in the recitals hereto shall have the meanings given to them in the recitals and capitalized terms used in this Agreement shall have the following meanings: Adjustment Date is defined in Section 4.1(1). Administrative Services means the responsibilities of the Administrator under Article II of this Agreement. Administrator means NRG Solar Asset Management LLC, a Delaware limited liability company in its capacity of providing Administrative Services under this Agreement. Administrator Indemnified Party is defined in Section 9.4(2). Affiliate means, with respect to any Person, any other Person which directly or indirectly: (a) owns or controls such Person; (b) is owned or controlled by such Person; or (c) is under common ownership or control with such Person. For purposes of this definition, control shall mean, when used with respect to any specified Person, possession of the power to direct the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement is defined in the preamble. Approved Budget is defined in Section 2.2(10). Claims means, collectively, all claims, demands, actions, suits or proceedings (judicial, governmental or otherwise) asserted, threatened or filed against a Person, and any fines, penalties, losses, liabilities, damages and expenses incurred by such Person as a result thereof, including reasonable attorneys fees and costs of investigation, litigation, settlement and judgment, and any contractual obligations of such Person to provide indemnity for any such claims, demands, actions, suits or proceedings, fines, penalties, losses, liabilities, damages and expenses to any other Person. Commencement Date means the Effective Date. Confidential Information is defined in Section 11.9. Core Duties shall consist of the following services to be provided hereunder with respect to the Project: (i) supervision, monitoring and administration of the Project Documents, (ii) supervising and monitoring compliance with the Financing Documents, (iii) bookkeeping, record keeping and preparation of financial statements as set forth in Section 2.2, (iv) overall coordination of the administrative activities of the Owner, (v) reporting to and communication with the Owner, (vi) administration of environmental reviews and audits in the ordinary course of business and (vii) supervision and administration of operating performance reviews. Effective Date is defined in the preamble. EPC Agreement means the Engineering, Procurement and Construction Contract, dated as of October 28, 2011, by and between the Owner and First Solar Electric (California), Inc., which provides for the design, engineering, procurement, site preparation, construction, testing and start-up of the Project. EPC Contractor means First Solar Electric (California), Inc., as the Contractor under the EPC Agreement, and its permitted assigns. Events of Default is defined in Section 8.1. FERC means the Federal Energy Regulatory Commission and any successor thereto. Financing Documents means the loan and credit agreements, notes, bonds, indentures, security agreements, lease financing agreements, mortgages, interest rate exchanges, or swap agreements, and any other documents relating to the development, bridge construction or the permanent financing for the Project, even if more than one financing arrangement exists at any time and even if the financing arrangements are of different tiers or tranches, including any credit enhancement, credit support, working capital financing, or refinancing documents, and any and all amendments, modifications or supplements to the foregoing that may be entered into from time to time. Fiscal Year means in the case of the initial Fiscal Year the period beginning on the Effective Date and ending on December 31, 2012, and in the case of each subsequent Fiscal Year, the calendar year ending on each successive December 31st.

Definitions from Contribution Agreement

This Contribution Agreement, dated May 17, 2012 (this Agreement), is entered into by and among Enbridge Energy Company, Inc., a Delaware corporation (EECI), Enbridge Pipelines (Eastern Access) L.L.C., a Delaware limited liability company (EECI EA Sub), Enbridge Energy, Limited Partnership, a Delaware limited partnership (the Partnership), Enbridge Energy Partners, L.P., a Delaware limited partnership (Enbridge Partners) and Enbridge Pipelines (Lakehead) L.L.C., a Delaware limited liability company (Lakehead GP). The parties to this Agreement are each sometimes referred to as a Party and collectively as the Parties.

Definitions. The following capitalized terms shall have the meanings given below. All references to dollar amounts refer to United States dollars. Affiliate has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Agreement has the meaning assigned to such term in the preamble to this Agreement. Amended and Restated Partnership Agreement means the form of Fourth Amended and Restated Agreement of Limited Partnership of the Partnership attached to this Agreement as Exhibit A, which agreement shall become effective in accordance with its terms upon the execution by all of the Parties thereto at the Closing as provided in Article II. Board means the Board of Directors of EEM. Capital Contribution has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Closing means the consummation of the transactions contemplated by Article II on the Closing Date. Closing Date means May 17, 2012, unless otherwise agreed to in writing by the Parties. Eastern Access Project has the meaning assigned to such term in the Amended and Restated Partnership Agreement. EECI has the meaning assigned to such term in the preamble to this Agreement. EECI Parties means EECI and EECI EA Sub. EECI AC Sub means Enbridge Pipelines (Alberta Clipper) L.L.C., a Delaware limited liability company. EECI EA Sub has the meaning assigned to such term in the preamble to this Agreement. EEM means Enbridge Energy Management, L.L.C., a Delaware limited liability company. EEP Parties means Enbridge Partners, the Partnership and Lakehead GP. Enbridge Partners has the meaning assigned to such term in the preamble to this Agreement. General Partner Interest has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Governmental Authority means any executive, legislative, judicial, regulatory or administrative agency, body, commission, department, board, court, tribunal, arbitrating body or authority of the United States or any foreign country, or any state, local or other governmental subdivision thereof. Initial Series EA Capital Contribution has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Intercompany Preliminary EA Construction Cost Payable has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Lakehead GP has the meaning assigned to such term in the preamble to this Agreement. Law means any statute, law, treaty, rule, code, ordinance, requirement, regulation, permit or certificate of any Governmental Authority, any interpretation of any of the foregoing by any Governmental Authority, or any binding judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority. Limited Partner Interest has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Material Adverse Effect means (i) a single event, occurrence or fact that, alone or together with all other events, occurrences or facts, would reasonably be expected to result in a material adverse effect on the business, operations, assets, liabilities, financial condition, results of operation or prospects of the Partnership as a whole or the Eastern Access Project separately, other than changes in general economic, political or business conditions that affect the Partnership in a manner similar to its competitors or (ii) any condition or occurrence that has materially impaired or would reasonably be expected to materially impair the ability of the EEP Parties to consummate the Transactions or perform their respective obligations under the Transaction Documents. Order means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority. Parties has the meaning assigned to such term in the preamble to this Agreement. Partnership has the meaning assigned to such term in the preamble to this Agreement. Preliminary Eastern Access Construction Costs has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Series EA has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Series EA Liabilities has the meaning assigned to such term in the Amended and Restated Partnership Agreement. Special Committee means the committee of the Board, comprised solely of independent directors of the Board, that was created by resolution of the Board on October 28, 2011. Transaction Documents means, collectively, this Agreement, the Amended and Restated Partnership Agreement and any other agreements, documents and instruments to be delivered by the Parties pursuant to Article IV. Transactions means the transactions described in Article II. Wisconsin GP means Enbridge Pipelines (Wisconsin) Inc., a Wisconsin corporation.

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, [_____________] (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the Initial Exercise Date) and on or prior to the close of business on October 28, 2016 (the Termination Date), to subscribe for and purchase from As Seen on TV, Inc. (formerly known as H&H Imports, Inc.), a Florida corporation (the Company), up to ________shares (the Warrant Shares) of Common Stock, par value $0.0001 per share, of the Company (the Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the Purchase Agreement), dated October 28, 2011, among the Company and the purchasers signatory thereto.

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, [_____________] (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the Initial Exercise Date) and on or prior to the close of business on November __, 2016 (the Termination Date), to subscribe for and purchase from As Seen on TV, Inc. (formerly known as H&H Imports, Inc.), a Florida corporation (the Company), up to ________shares (the Warrant Shares) of Common Stock, par value $0.0001 per share, of the Company (the Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the Purchase Agreement), dated October 28, 2011, among the Company and the purchasers signatory thereto.

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, [_____________] (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the Initial Exercise Date) and on or prior to the close of business on November __, 2016 (the Termination Date), to subscribe for and purchase from As Seen on TV, Inc. (formerly known as H&H Imports, Inc.), a Florida corporation (the Company), up to ________shares (the Warrant Shares) of Common Stock, par value $0.0001 per share, of the Company (the Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the Purchase Agreement), dated October 28, 2011, among the Company and the purchasers signatory thereto.

Definitions from Amended and Restated Credit Agreement

AGREEMENT dated as of October 28, 2011 among ALLERGAN, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., as Documentation Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Additional Lender has the meaning set forth in Section 2.19. Adjusted Cash means an amount equal to 70% of the unrestricted cash and cash equivalents denominated in Dollars or in any currency which is readily exchangeable into Dollars and which is not, at such time, subject to any form of exchange control regulation and which are payable by either their terms at an address within the United States and by a United States resident or other person having an address within the United States, owned by Allergan Pharmaceuticals Holdings (Ireland) Limited (APHIL), a subsidiary of Allergan Holdings, Inc., a Delaware corporation, or by the Company, such amount not to exceed $200,000,000 in respect of cash and cash equivalents owned by APHIL and $200,000,000 in respect of cash and cash equivalents owned by the Company. Administrative Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent, duly completed by such Lender and submitted to the Administrative Agent (with a copy to the Company). Affiliate means (i) any Person (other than the Company and its Subsidiaries) directly or indirectly controlling, controlled by, or under common control with the Company or (ii) any Person (other than the Company and its Subsidiaries) that owns or controls 20% or more of any class of equity securities of the Company or any of its Subsidiaries or Affiliates. For the purposes of this definition, control (including with correlative meanings, the terms controlling, controlled by, and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Agency 1 has the meaning set forth in Annex 1 to the Pricing Schedule. Agency 2 has the meaning set forth in Annex 1 to the Pricing Schedule. Agent means the Administrative Agent, the Documentation Agent or the Syndication Agent. Aggregate Letter of Credit Exposure means, at any time, the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all Letter of Credit Reimbursement Obligations at such time. Agreement means the Existing Agreement as amended and restated by this Amended Agreement and as the same may be further amended from time to time after the date hereof. Alternative Currencies means the Euro, Canadian dollars, Japanese yen, British pounds sterling and Australian dollars, provided that any other currency (except Dollars) shall also be an Alternative Currency if (i) the Company requests, by notice to the Administrative Agent, that such currency be included as an additional Alternative Currency for purposes of this Agreement, (ii) such currency is freely transferable and freely convertible into Dollars, (iii) deposits in such currency are customarily offered to banks in the London interbank market and (iv) each Lender either (x) approves the inclusion of such currency as an additional Alternative Currency for purposes hereof or (y) fails to notify the Administrative Agent that it objects to such inclusion within five Domestic Business Days after the Administrative Agent notifies it of the Companys request for such inclusion. Alternative Currency-Denominated Loan means a Loan that is made in an Alternative Currency in accordance with the applicable Notice of Borrowing. Alternative Currency Loan means a Committed Loan that is an Alternative Currency-Denominated Loan. Amended Agreement means this Amended and Restated Credit Agreement dated as of October 28, 2011. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Currency Loans, its Euro-Currency Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender. Assignee has the meaning set forth in Section 11.06(c). Auto-Extension Letter of Credit has the meaning set forth in Section 2.18(b)(iii). Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of credi

DEFINITIONS from Assignment of Leases and Rents

This Second Lien Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (this Deed of Trust) is executed as of October 28, 2005, by Del Laboratories, Inc., a Delaware corporation (Grantor), having an address at 178 EAB Plaza, Uniondale, New York 11556, in favor of Biberstein & Nunalee, LLP (Trustee), having an address at P.O. Box 428, Burgaw, North Carolina 28425, for the benefit of JP MORGAN CHASE BANK, N.A., a New York banking corporation (Beneficiary), having an address at 270 Park Avenue, 4th Floor, New York, New York 10017 individually and as Administrative Agent (as defined in the Credit Agreement defined below) for the Lenders under the Credit Agreement more fully described below.

DEFINITIONS. As used herein, the following terms shall have the following meanings: Covenants: All of the agreements, covenants, conditions and other obligations made or undertaken by Grantor or any other person or entity to Beneficiary or to any other Secured Party (as defined in the Guarantee and Collateral Agreement) as set forth in the Loan Documents. Intercreditor Agreement: The Intercreditor Agreement dated as of October 28, 2005 by and among Borrower, Beneficiary, in its capacity as Administrative Agent under the Credit Agreement and Wells Fargo Bank, N.A., in its capacity as Collateral Agent under the Collateral Agency Agreement dated as of the date hereof between it, as Collateral Agent, and Wells Fargo Bank, N.A., as trustee under the Senior Secured Note Indenture (as defined in the Credit Agreement). Loan Documents: The (1) Credit Agreement dated as of October 28, 2005 by and among DLI Holding II Corp., a Delaware corporation, as Holdings; the Lenders from time to time party thereto; JP Morgan Securities, Inc, as sole lead arranger and sole bookrunner and Beneficiary, as administrative agent (the Credit Agreement), (2) the Security Documents (including this Deed of Trust) and the Notes, each as defined in the Credit Agreement and (3) each other agreement, certificate or document executed by any Group Member (as defined in the Credit Agreement) and delivered to any Agent (as defined in the Credit Agreement) or any Lender pursuant to the Credit Agreement or any Security Document. Mortgaged Property: All of Grantors right, title and interest in or to (1) the real property described in Exhibit A, together with any greater estate therein as hereafter may be acquired by Grantor (the Land), (2) buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the Improvements), (3) fixtures, materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to, installed in or used primarily in connection with any of the Improvements or the Land, and all water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the Fixtures), (4) all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Grantor and now or hereafter affixed to, placed upon, used primarily in connection with, or arising from or otherwise related to the Land and Improvements or that may be used in or relating to the planning, development, financing or operation of the Mortgaged Property, including, without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, goodwill, chattel paper, documents, property licenses and/or franchise agreements, rights of Grantor under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Grantor with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs but only to the extent assignable (the Personalty), (5) reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by Grantor with respect solely to the Mortgaged Property, (6) plans, specifications, shop drawings and other technical descriptions prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (the Plans), (7) all leases, subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Mortgaged Property (the Leases), together with all related security and other deposits, (8) all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by parties to the Leases other than Grantor for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the Rents), (9) to the extent assignable, all other agreements, such as construction contracts, architects agreements, engineers contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property (the Property Agreements), (10) all rights, privileges, tene

DEFINITIONS from Assignment of Leases and Rents

This Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (this Deed of Trust) is dated as of October 28, 2005, by DEL LABORATORIES, INC., a Delaware corporation (Grantor), having an address at 178 EAB Plaza, Uniondale, New York 11556, in favor of Biberstein & Nunalee, LLP (Trustee), having an address at P.O. Box 428, Burgaw, North Carolina 28425, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Beneficiary), having an address at 213 Court Street, Suite 703, Middletown, CT 06457, as Note Collateral Agent (as defined in the Indenture (as defined below)) for the holders of the Notes (as defined below) under the Indenture more fully described below.

DEFINITIONS. As used herein, the following terms shall have the following meanings: Covenants: All of the agreements, covenants, conditions and other obligations made or undertaken by Grantor or any other person or entity to Beneficiary or to any other Note Secured Party (as defined in the Indenture) as set forth in the Note Lien Security Documents. Mortgaged Property: All of Grantors right, title and interest in or to (1) the real property described in Exhibit A, together with any greater estate therein as hereafter may be acquired by Grantor (the Land), (2) buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the Improvements), (3) fixtures, materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to, installed in or used primarily in connection with any of the Improvements or the Land, and all water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the Fixtures), (4) all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Grantor and now or hereafter affixed to, placed upon, used primarily in connection with, or arising from or otherwise related to the Land and Improvements or that may be used in or relating to the planning, development, financing or operation of the Mortgaged Property, including, without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, goodwill, chattel paper, documents, property licenses and/or franchise agreements, rights of Grantor under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Grantor with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs but only to the extent assignable (the Personalty), (5) reserves, escrows or impounds required under the Indenture and all deposit accounts maintained by Grantor with respect solely to the Mortgaged Property, (6) plans, specifications, shop drawings and other technical descriptions prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (the Plans), (7) all leases, subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Mortgaged Property (the Leases), together with all related security and other deposits, (8) all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by parties to the Leases other than Grantor for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the Rents), (9) to the extent assignable, all other agreements, such as construction contracts, architects agreements, engineers contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property (the Property Agreements), (10) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Land or any part thereof, (11) accessions, replacements and substitutions for any of the foregoing and all proceeds thereof, (12) all proceeds of and any unearned premiums on any insurance policies covering any of the above property now or hereafter acquired by Grantor, (13) all mineral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Mortgaged Property and (14) any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty. As used in this Deed of Trust, the term Mortgaged Property shall mean all or, where the context permits or requires, any portion of the above or any interest therein. Note Lien Security Documents: Include (1) the Indenture dated as of the date hereof by and among Grantor, the Subsidiary Guarantors and Wells Fargo Bank,