Common use of Security for Obligations Clause in Contracts

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").

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

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

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

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security forpledged hereunder secures the full and punctual payment and performance of (the following clauses (a), (b) and (c), collectively, the prompt payment or performance “Obligations”) (a) the obligations under the 2004 Securities Purchase Agreement and the Related Agreements referred to in full when duethe 2004 Securities Purchase Agreement, whether at stated maturity(b) the 2005 Security Agreement and the Ancillary Agreements referred to in the 2005 Security Agreement (the 2004 Securities Purchase Agreement, by required prepaymentthe Related Agreements referred to in the 2004 Securities Purchase Agreement, declarationthe 2005 Security Agreement and the Ancillary Agreements referred to in the 2005 Security Agreement, accelerationas each may be amended, demand or otherwise restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(ac) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all other obligations and liabilities of every nature of Grantor each Pledgor to the Pledgee whether now existing or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntaryarising, direct or indirect, liquidated or unliquidated, absolute or contingent, liquidated or unliquidated, whether due or not jointly owed with others, due and whether under, pursuant to or not from time to time decreased or extinguished and later increasedevidenced by a note, created or incurredagreement, and all or any portion of such obligations or liabilities that are paidguaranty, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer instrument or otherwise (all in each case, irrespective of the genuineness, validity, regularity or enforceability of such obligations and liabilities being Obligations, or of any instrument evidencing any of the "UNDERLYING DEBT")Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of every nature each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"case).

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including secures the payment of amounts that would become due but for the operation all 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 any kind of Grantor the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing under in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or arising out of or in connection with the Subsidiary Guarantyunsecured, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including interest thatreasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the filing fact that they are unenforceable or not allowable due to the existence of a petition in bankruptcy with respect bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to Grantormaintain the validity, would accrue on such obligationseffectiveness, whether or not a claim enforceability, perfection and priority of the Original Security Agreement and this Agreement is allowed against Grantor for such interest intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the related bankruptcy proceeding)Intercreditor Agreement, reimbursement this Agreement shall not have the effect of amounts drawn under Letters of Creditterminating, payments for early termination of Lender Interest Rate Agreementslimiting, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer modifying or otherwise (all such obligations affecting the validity, effectiveness, enforceability, perfection and liabilities being priority of the "UNDERLYING DEBT")security interests or the pledges created under the Original Security Agreement, which is hereby ratified and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantorconfirmed, together with the Underlying Debt, being the "SECURED OBLIGATIONS")as set forth herein.

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

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

Security for Obligations. This In relation to each Pledgor, this Agreement secures, (and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, pledged by required prepayment, declaration, acceleration, demand or otherwise (including that Pledgor hereunder) secures the payment of amounts that would become due but for the operation all obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor Applicant now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest Master Agreement (including interest that, but for the filing of a petition in bankruptcy all contingent obligations with respect to GrantorCredit(s) issued or procured for issuance by the Pledgee for the Applicant's account or the account of an affiliate of the Applicant pursuant to the terms of the Master Agreement), would accrue on such obligationsand further secures the payment of all present and future obligations of each Pledgor under this Agreement, in each case, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether for principal, interest, fees, expenses or not from time to time decreased or extinguished otherwise, including the payment in accordance with terms hereof and later increased, created or incurred, thereof of any and all or expenses (including reasonable counsel fees and expenses) incurred by the Pledgee in enforcing 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 or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing rights under this Agreement and the Master Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"“Secured Obligations”). In relation to each Pledgor, this Agreement is intended to convey to the Pledgee, and each Pledgor hereby grants to the Pledgee, the right and power to exercise exclusive control over all Security Entitlements in, and the sole right and power to direct dispositions of all cash deposits in that Pledgor's Account for the purposes of sections 8-106, 9-106 and 9-104 of the NYUCC. For the avoidance of doubt, and notwithstanding anything in this Agreement or the Master Agreement to the contrary, all amounts paid by any Pledgor, realised from a Pledgor’s Collateral or otherwise applied in respect of a Pledgor to the Secured Obligations shall be applied without duplication of any such amounts paid or applied with respect to the other Pledgors and shall, to the extent so paid or applied, satisfy the obligations of all Pledgors hereunder and under the Master Agreement with respect to such Secured Obligations.

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

Security for Obligations. This Agreement securesThe pledge and the grant of a security interest in, and the ------------------------ Collateral is collateral continuance of the pledge and the grant of a security forinterest in, the prompt payment or performance in full when due, whether at stated maturity, Collateral by required prepayment, declaration, acceleration, demand or otherwise (including each Grantor under this IP Security Agreement secures the payment of amounts that would become due but for the operation all Obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of such Grantor now or hereafter existing under or arising out in respect of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or unliquidatedotherwise. The parties hereto intend to maintain the validity, whether effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Original ITCD Credit Agreement, the First Amended ITCD Credit Agreement, the Second Amended ITCD Credit Agreement, the GECC Capital Lease and the NFTC Capital Lease (the “Original Security Documents”) and this IP Security Agreement is intended, inter alia, to extend the obligations and indebtedness secured by the security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this IP Security Agreement shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all respects, except as specifically modified herein. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable 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, allowable due to the extent all existence of a bankruptcy, reorganization or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as similar proceeding involving a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Loan Party.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral of each Grantor is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a) (and any successor provision thereof)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such interest amount in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed all Obligations with others, and whether or not from time respect 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 or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Grantor (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"); PROVIDED THAT anything contained in this Agreement to the contrary notwithstanding, the Secured Obligations of any Grantor under this Agreement shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Grantor's Secured Obligations subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states or Governmental Authorities comprising the United States of America (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Grantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Grantor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Pledgor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this Agreement or the Senior Finance Documents, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Grantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such Grantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Grantor and other Obligors or affiliates of the Obligors of obligations arising under the Senior Finance Documents by such parties.

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

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section § 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, 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 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 Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"“Underlying Debt”), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"“Secured Obligations”).”

Security for Obligations. This Agreement secures, and in the ------------------------ Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation all Obligations 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 such Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such Obligations being the “Secured Obligations”). The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Original ITCD Credit Agreement and the Amended and Restated Credit Agreement (the “Original Security Documents”) and this Agreement is intended, inter alia, to extend the obligations and liabilities being indebtedness secured by the "UNDERLYING DEBT")security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and all obligations priority of every nature of Grantor now the security interests or hereafter existing under the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this Agreement (shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all such obligations respects, except as specifically modified herein. Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, together with the Underlying Debtpayment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, being the "SECURED OBLIGATIONS")reorganization or similar proceeding involving a Loan Party.

Security for Obligations. This Agreement securessecures or continues the security, and in the ------------------------ Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation all Obligations 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 such Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such Obligations being the “Secured Obligations”). The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Original ITCD Credit Agreement, the Amended and Restated Credit Agreement, the Second Amended ITCD Credit Agreement, the GECC Capital Lease and the NTFC Capital Lease (the “Original Security Documents”) and this Agreement is intended, inter alia, to extend the obligations and liabilities being indebtedness secured by the "UNDERLYING DEBT")security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and all obligations priority of every nature of Grantor now the security interests or hereafter existing under the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this Agreement (shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all such obligations respects, except as specifically modified herein. Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, together with the Underlying Debtpayment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, being the "SECURED OBLIGATIONS")reorganization or similar proceeding involving a Loan Party.

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

Security for Obligations. This Agreement secures, and in the ------------------------ Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation all Obligations 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 such Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such obligations and liabilities Obligations being the "UNDERLYING DEBTSecured Obligations"). The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and all obligations priority of every nature of Grantor now or hereafter existing the Collateral Documents delivered under the Initial Credit Agreement (the "Original Security Documents") and this Agreement (is intended, inter alia, to extend the obligations and indebtedness secured by the security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein including without limitation in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this Agreement shall, except as specifically provided herein including without limitation in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all such obligations respects, except as specifically modified herein. Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, together with the Underlying Debtpayment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, being the "SECURED OBLIGATIONS")reorganization or similar proceeding involving a Loan Party.

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

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

Security for Obligations. This Agreement secures, and in the ------------------------ Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation all Obligations 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 such Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such Obligations being the “Secured Obligations”). The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Original Second Lien Credit Agreement (the “Original Security Documents”) and this Agreement is intended, inter alia, to extend the obligations and liabilities being indebtedness secured by the "UNDERLYING DEBT")security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and all obligations priority of every nature of Grantor now the security interests or hereafter existing under the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this Agreement (shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all such obligations respects, except as specifically modified herein. Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, together with the Underlying Debtpayment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, being the "SECURED OBLIGATIONS")reorganization or similar proceeding involving a Loan Party.

Security for Obligations. This Following an Event of Default specified in Section 7.1(f), or at the request of the Required Banks following the occurrence of any Event of Default (other than one specified in Section 7.1(f)), the Parent, each Borrower and each other Subsidiary will take such steps as the Agent or the Required Banks shall require to grant to the Collateral Agent, for the ratable benefit of the Banks, the Letter of Credit Banks and the Agent, a first lien on and security interest in all Accounts (including intercompany accounts), equipment leases, trademarks, trade names and other intellectual property, Revenue Equipment and any general intangibles relating to any of the foregoing, owned by the Parent, any Borrower or any other Subsidiary except such Revenue Equipment as shall exist on the Agreement securesDate and be encumbered by liens permitted hereunder and such Revenue Equipment as shall be acquired hereafter and shall be encumbered by liens securing Purchase Money Debt that is permitted hereunder, and the ------------------------ Parent shall pledge all equity interests in each Borrower and each other Subsidiary, in each case, to secure the Obligations. In furtherance thereof, each Borrower and the Parent have executed and delivered to the Collateral is Agent the Security Documents, which Security Documents shall be held in escrow by the Collateral Agent until such time as the Agent or the Collateral Agent shall notify the Parent and the Borrowers that they are required to pledge to the Collateral Agent the collateral security fordescribed therein (the "Collateral") to secure the Obligations, whereupon such Security Documents shall immediately and forever thereafter (notwithstanding any subsequent curing of any Event of Default) be deemed effective. Upon such Event of Default the Collateral Agent, on behalf of the Banks and the Letter of Credit Banks, shall be entitled to make any and all necessary or desirable filings to perfect its rights under such documents and to exercise any and all rights and remedies provided therein, and each Borrower shall immediately deliver or cause to be delivered to the Collateral Agent certificates of title for any and all Revenue Equipment required to be pledged by the Parent, any Borrower or any other Subsidiary hereunder and shall take such other steps as the Collateral Agent shall reasonably require to perfect its interest in the Collateral. Each Borrower and the Parent hereby acknowledge that, in the event of any default by any Borrower or the Parent in respect of their respective covenants and obligations in this Section 5.21, the prompt payment or performance in full when dueAgent, whether at stated maturitythe Collateral Agent, by required prepaymentthe Banks and the Letter of Credit Banks shall be permitted to pursue any and all rights and remedies available under this Agreement and the other Loan Documents, declaration, acceleration, demand or otherwise available at law or in equity, including without limitation the right to xxx for specific performance of the obligations of the Borrowers and the Parent under this Section 5.21. In the event that the Collateral Agent desires to resign from its position under the Intercreditor Agreement, or if the Intercreditor Agreement is terminated or the obligations represented by the Senior Notes are extinguished, the Collateral Agent shall be entitled to assign all of its duties and responsibilities to the Agent with respect to the Loan Documents (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aSecurity Documents) 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 connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for Collateral. Should the filing of a petition in bankruptcy Agent succeed to the Collateral Agent's responsibilities with respect to Grantorthe Loan Documents (including the Security Documents) and the Collateral, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, Agent shall be entitled to all benefits 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, rights afforded to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being Collateral Agent under the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Loan Documents.

Security for Obligations. This Agreement secures, is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepaymentacceleration or otherwise) of all obligations, declarationliabilities and indebtedness (including, accelerationwithout limitation, demand principal, premium, interest, reimbursement obligations under Letters of Credit, fees, costs and indemnities (including, without limitation, all interest, fees and expenses that accrue after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest, fees or expenses is allowed in any such proceeding)) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including including, in the payment event such Pledgor is a Guarantor, all such obligations, liabilities and indebtedness of amounts that would become such Pledgor under its Guaranty) and the due but for the operation performance and compliance by such Pledgor with all of the automatic stay terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under Section 362(athis clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Secured Hedging Agreements or Treasury Services Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest, fees and expenses that accrue after the Bankruptcy Codecommencement of any case, 11 U.S.C. Section 362(a))proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of all obligations and liabilities of every nature of Grantor any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest, fees or expenses is allowed in any such proceeding) owing by such Pledgor to the Secured Hedging Creditors now existing or hereafter existing under or incurred under, arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofeach Secured Hedging Agreement, whether for principalsuch Secured Hedging Agreement is now in existence or hereinafter arising (including, interest (including interest that, but for in the filing case of a petition in bankruptcy with respect to GrantorPledgor that is a Guarantor, would accrue on such all obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, liabilities and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion indebtedness of such obligations or liabilities that are paid, to the extent all or any part Pledgor under its Guaranty in respect of such payment is avoided or recovered directly or indirectly from each Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"Hedging Agreements), and the due performance and compliance by such Pledgor with all obligations of every nature of Grantor now or hereafter existing under this the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations of Grantorobligations, together with liabilities and indebtedness under this clause (ii) being herein collectively called the Underlying Debt, being the "SECURED OBLIGATIONS"“Secured Hedging NEWYORK 9251668 (2K).

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

Security for Obligations. This Pledge Agreement secures, secures ------------------------ the payment of: (i) all amounts now or hereafter payable by the Borrower and any other party assuming obligations under the Notes and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, Loan Agreement by required prepayment, declaration, acceleration, demand joinder or otherwise (including collectively, the payment of amounts that would become due but for "Obligors") to the operation of Bank on the automatic stay under Section 362(aNotes; (ii) of all other obligations or liabilities now or hereafter payable by the Bankruptcy Code, 11 U.S.C. Section 362(a)), of Obligors pursuant to the Loan Agreement; (iii) all obligations and liabilities of every nature of Grantor now or hereafter existing under or payable by the Obligors under, arising out of or in connection with the Subsidiary GuarantyLoan Documents; and (iv) all other indebtedness, obligations and liabilities of the other Loan Documents and Obligors to the Lender Interest Rate Agreements and all extensions Bank, now existing or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligationshereafter arising or incurred, whether or not a claim is allowed against Grantor for evidenced by notes or other instruments, and whether such interest in the related bankruptcy proceeding)indebtedness, reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, obligations and liabilities are direct or indirect, absolute fixed or contingent, liquidated or unliquidated, whether due or not jointly owed to become due, secured or unsecured, joint, several or joint and several, related or unrelated to the Loans, similar or dissimilar to the indebtedness arising out of or in connection with othersthe Loan Agreement or of the same or a different class of indebtedness as the indebtedness arising out of the Loan Agreement, including, without limitation, any overdrafts in any deposit accounts maintained by the Obligors with the Bank, all obligations of the Obligors with respect to letters of credit, if any, issued by the Bank for the account of the Obligors, any indebtedness of the Obligors that is purchased by or assigned to the Bank and whether or not from time any indebtedness of the Obligors to time decreased or extinguished and later increased, created or incurred, and any assignee of all or any a portion of such obligations or liabilities that are paid, to the extent all Notes or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferenceother obligation referred to above, fraudulent transfer or otherwise together with all renewals, modifications, consolidations and extensions thereof (all such indebtedness, obligations and liabilities being herein called the "UNDERLYING DEBTObligations"). The security interests granted by this Pledge Agreement are granted as security only and shall not subject the Bank to, and all obligations or transfer or in any way affect or modify, any obligation or liability of every nature the Pledgor with respect to any of Grantor now the Pledged Collateral or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")any transaction in connection therewith.

Security for Obligations. This Section 2 of the Security Agreement secures, is hereby amended by (i) adding the following after the words "Section 1(e)" in the first sentence thereof: "and the ------------------------ Collateral is collateral security forexclusion set forth below with respect to the New 2002 Senior Notes"; (ii) adding the following to the end of the first sentence thereof: "and PROVIDED, FURTHER, THAT, the prompt payment or performance Securities Collateral described in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise clauses (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(ae)(i) and (e)(ii) of the Bankruptcy Codedefinition thereof (other than any such Securities Collateral directly owned by or owed to Company or Packaging)(such Securities Collateral, 11 U.S.C. Section 362(a))including, for the avoidance of all obligations doubt, any documents, instruments or certificates evidencing same and liabilities any proceeds of every nature such Securities Collateral being the "EXCLUDED SECURITIES COLLATERAL") shall not be security for or be assigned or pledged on account of Grantor now the New 2002 Senior Notes and such Excluded Securities Collateral shall not be held by Collateral Agent for the benefit of any holder of, or hereafter existing under or arising out of or New Senior Debt Representative with respect to, such New 2002 Senior Notes"; and (iii) deleting the proviso in connection the penultimate sentence thereof in its entirety and replacing it with the Subsidiary Guarantyfollowing: "PROVIDED, HOWEVER, that the pledge made and security interest granted in SECTION 1 and any other Loan Documents and provisions of this Agreement shall be effective as to any obligations in respect of any New Senior Debt or Other Lender Guarantied Obligations only if the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion holders of such obligations or liabilities that are paid, their representatives (A) shall have executed and delivered to the extent all Collateral Agent a counterpart of the Intercreditor Agreement or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being an acknowledgment to the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Intercreditor Agreement (all in the form attached thereto) and the Borrowers' Agent has duly executed and delivered an acknowledgement to such acknowledgement and (B) in the case of Other Lender Guarantied Obligations shall have released, in form and substance satisfactory to Collateral Agent and Borrowers' Agent, Holdings from any pre-existing guaranty obligations of Grantor, together in connection with the Underlying Debt, being the such Other Lender Guaranteed Obligations."SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and in the ------------------------ Collateral is collateral security forcase of each Grantor, the prompt payment or and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations of such Grantor and liabilities the Subsidiaries of every nature of Grantor the Company now or hereafter existing under the Loan Documents, all agreements and other documents relating to any treasury management services provided by any of the Lenders and their Affiliates to the Company and any of its Subsidiaries, all agreements evidencing any other obligations of the Company and any of the Subsidiaries owing to any of the Lenders and their Affiliates including, without limitation, all letters of credit issued by any of the Lenders and their Affiliates for the benefit of the Company or arising out any of or in connection its Subsidiaries, all Hedge Agreements entered into with the Company or any of its Subsidiaries by any of the Lenders and their Affiliates, and each agreement or instrument delivered by any Grantor or Subsidiary Guarantyor the Company pursuant to any of the foregoing, as the other Loan Documents and same may be amended from time to time in accordance with the Lender Interest Rate Agreements and all extensions or renewals thereofprovisions thereof (“Secured Agreements”), whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"“Secured Obligations”) owing to the Agent, the Lenders and their respective Affiliates that are party to any Secured Agreement (the “Secured Parties”). Without limiting the generality of the foregoing, and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of secures, as to each Grantor, together with the Underlying Debtpayment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor or Subsidiary of the Company, being as applicable, to any Secured Party under the "SECURED OBLIGATIONS")Loan Documents or Security Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any of the Loan Parties and other Subsidiaries of the Company.

Security for Obligations. This Agreement secures, and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including secures the payment and performance of amounts that would become due but for (i) with respect to the operation Issuer, all obligations 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 Issuer now or hereafter existing under or arising out of or in connection with the Subsidiary GuarantyService Provider Documents, the other Loan Documents AerCo Group Notes, the Secured Guarantee, the Secured Credit Facilities, the Secured Swap Agreements and the Lender Interest Rate Agreements and all extensions or renewals thereofSecured Tax-Related Disposition Agreements, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreementsinterest, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer expenses or otherwise (all such obligations and liabilities of the Issuer being the "UNDERLYING DEBTSecured Issuer Obligations"), and (ii) with respect to each Aircraft-Owning Subsidiary, all obligations Intercompany Obligations of every nature of such Grantor now or hereafter existing under this Agreement existing, whether for principal, interest, fees, expenses or otherwise (all such obligations of Grantor, together with the Underlying Debt, each such Grantor being the "SECURED OBLIGATIONSSecured Intercompany Obligations" of each Grantor) and (iii) with respect to each Conduit Company, all Lease Obligations of such Grantor now or hereafter existing, whether for rental, fees, expenses or otherwise (all such obligations of each such Grantor being the "Secured Lease Obligations" of such Grantor and, collectively with the Secured Lease Obligations of each other Grantor, the Secured Intercompany Obligations of each Grantor and the Secured Issuer Obligations, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to the Secured Parties with respect to such Grantor but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor.

Security for Obligations. This Agreement secures, The Pledged Collateral secures and shall hereafter secure (i) the payment by Debtor to the Holders or Secured Party of all indebtedness now or hereafter owed to the Holders or Secured Party by Debtor in connection with the transactions related to the Notes and the ------------------------ Collateral is collateral security for, Indenture (the prompt payment or performance in full when due"BOSSIER CITY FINANCING"), whether at stated maturity, by required prepaymentacceleration or otherwise, declarationincluding, accelerationwithout limitation, demand or otherwise (including Debtor's obligations under 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 connection with the Subsidiary GuarantyIndenture, the other Loan Documents and Notes or any related documents securing the Lender Interest Rate Agreements and all extensions or renewals thereofobligations thereunder, whether for principal, together with any interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Creditthereon, payments for early termination of Lender Interest Rate Agreementstermination, fees, expenses, indemnities increased costs, indemnification or otherwise, in connection therewith and extensions, modifications and renewals thereof, (ii) the performance by Debtor of all other obligations and the discharge of all other liabilities of Debtor to the Holders or Secured Party of every kind and charac-ter arising from the Bossier City Financing, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, whether now existing or not jointly owed with othershereafter arising, joint, several, joint and several (i.e., solidary), and whether created under this Agreement or not from time any other agreement to time decreased which Debtor and Secured Party are parties, (iii) any and all sums advanced by Secured Party in order to preserve the Pledged Collateral or extinguished and later increased, created preserve Secured Party's security interest in the Pledge Collateral (or incurredthe priority thereof), and all (iv) the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Collateral, of any portion proceeding for the collection or enforcement of such any indebtedness, 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 referred to above, or of any Lender or Interest Rate Exchanger as a preferenceexercise by Secured Party of its rights hereunder, fraudulent transfer or otherwise together with reasonable attorneys' fees and disbursements and court costs (all such collectively, the "OBLIGATIONS"). All payments and performance by Debtor with respect to any Obligations shall be in accordance with the terms under which said indebtedness, obligations and liabilities being were or are hereafter incurred or created. Security for Obligations. The Pledged Collateral secures and shall hereafter secure (i) the payment by Debtor to the Holders or Secured Party of all indebtedness now or hereafter owed to the Holders or Secured Party by Debtor in connection with the transactions related to the Notes and the Indenture (the "UNDERLYING DEBTBOSSIER CITY FINANCING"), whether at stated maturity, by acceleration or otherwise, including, without limitation, Debtor's obligations under the Indenture, the Notes or any related documents securing the obligations thereunder, together with any interest thereon, payments for early termination, fees, expenses, increased costs, indemnification or otherwise, in connection therewith and extensions, modifications and renewals thereof, (ii) the performance by Debtor of all other obligations and the discharge of all other liabilities of Debtor to the Holders or Secured Party of every nature of Grantor kind and charac-ter arising from the Bossier City Financing, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter existing arising, joint, several, joint and several (i.e., solidary), and whether created under this Agreement or any other agreement to which Debtor and Secured Party are parties, (iii) any and all such sums advanced by Secured Party in order to preserve the Pledged Collateral or preserve Secured Party's security interest in the Pledge Collateral (or the priority thereof), and (iv) the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Collateral, of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of GrantorSecured Party referred to above, or of any exercise by Secured Party of its rights hereunder, together with the Underlying Debtreasonable attorneys' fees and disbursements and court costs (collectively, being the "SECURED OBLIGATIONS"). All payments and performance by Debtor with respect to any Obligations shall be in accordance with the terms under which said indebtedness, obligations and liabilities were or are hereafter incurred or created.

Security for Obligations. This Agreement secures, The pledge and the ------------------------ Collateral is collateral grant of a security forinterest in, the prompt payment or performance in full when due, whether at stated maturity, Collateral by required prepayment, declaration, acceleration, demand or otherwise (including each Grantor under this IP Security Agreement secures the payment of amounts that would become due but for the operation all Obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of such Grantor now or hereafter existing under or arising out in respect of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or unliquidatedotherwise. The parties hereto intend to maintain the validity, whether effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Initial Credit Agreement (the "Original Security Documents") and this IP Security Agreement is intended, inter alia, to extend the obligations and indebtedness secured by the security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this IP Security Agreement shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all respects, except as specifically modified herein. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable 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, allowable due to the extent all existence of a bankruptcy, reorganization or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as similar proceeding involving a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Loan Party.

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

Security for Obligations. This Agreement securesThe pledge and the grant of a security interest in, and the ------------------------ Collateral is collateral continuance of the pledge and the grant of a security forinterest in, the prompt payment or performance in full when due, whether at stated maturity, Collateral by required prepayment, declaration, acceleration, demand or otherwise (including each Grantor under this IP Security Agreement secures the payment of amounts that would become due but for the operation all Obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of such Grantor now or hereafter existing under or arising out in respect of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofDocuments, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or unliquidatedotherwise. The parties hereto intend to maintain the validity, whether effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Original Second Lien Credit Agreement (the “Original Security Documents”) and this IP Security Agreement is intended, inter alia, to extend the obligations and indebtedness secured by the security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this IP Security Agreement shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all respects, except as specifically modified herein. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable 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, allowable due to the extent all existence of a bankruptcy, reorganization or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as similar proceeding involving a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")Loan Party.

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

Security for Obligations. This Security Agreement secures, and the ------------------------ Collateral is collateral security for, secures the prompt and complete (a) payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and Grantors to the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Security Agreement, the Notes and any and all Transaction Documents (as such term is defined in each of the May Purchase Agreement, the June Purchase Agreement and the September Purchase Agreement), including, without limitation, the payment of the Revenue Share (as such term is defined in Section 5.1 of each of the May Purchase Agreement, the June Purchase Agreement and the September Purchase Agreement); and (b) performance and observance by the Grantors of all of their respective covenants and conditions contained in the Transaction Documents (as such term is defined in each of the May Purchase Agreement, the June Purchase Agreement and the September Purchase Agreement). All such obligations, covenants and conditions described in the immediately preceding clauses (a) and (b), whether for principal, interest, fees, expenses, or otherwise, are hereinafter collectively referred to as the “Obligations.” Upon repayment in full of all of the Obligations other than the Obligations relating to the Revenue Share under the May Purchase Agreement, the June Purchase Agreement and the September Purchase Agreement (such Obligations, the “Revenue Share Obligations”)), or conversion of 100% of the outstanding Notes into common stock of the Company (as provided in the Notes), the Company shall provide the Lender with such amendments or modifications to the UCC Financing Statements filed with respect to the any and all of the Pledged Collateral necessary to amend or modify such UCC Financing Statements to remove from the Pledged Collateral all Pledged Collateral other than (i) the equity interests of the Grantors in CH Revenue Share Lease HoldCo LLC, a Delaware limited liability company (“Lease Holdco”) and (ii) the properties, assets, and rights of Lease Holdco described in Attachment 1 hereto, wherever located, whether Lease Holdco now has or hereafter acquires an ownership or other interest or power to transfer thereof, and all general intangibles (including causes of action) relating to, and all proceeds of, any or all of the foregoing Pledged Collateral (the Pledged Collateral referred to in (i) and (ii), collectively, the “Revenue Share Collateral”), and Lender shall promptly execute and return same to the Company (and in no event less than five business days following receipt of such UCC amendments); provided, that if such UCC amendments are not executed by the Lender and delivered to the Company within such five-day period, the Company shall be entitled to prepare, execute and file same. Upon repayment in full of all of the Obligations including the Revenue Share Obligations, the Company shall provide the Lender with UCC termination statements and other documentation necessary to terminate (the “UCC Terminations”) any UCC Financing Statements filed with respect to any and all Pledged Collateral and Lender shall promptly execute and return same to the Company (and in no event less than five business days following receipt of such UCC Terminations); provided, that if such UCC Terminations are not executed by the Lender and delivered to the Company within such five-day period, the Company shall be entitled to prepare, execute and file same. For purposes of clarity, in circumstances where all amounts payable under the Notes, including principal thereunder and interest thereon, have been paid by the Company (or converted into common stock or preferred stock of the Company), (a) the pledge and grant by the Grantors to the Lender of a security interest in the Pledged Collateral, other than the Revenue Share Collateral, shall be terminated, and (b) the Company shall be entitled to amend or modify the UCC Financing Statements filed with respect to the Pledged Collateral to remove all Pledged Collateral other than the Revenue Share Collateral, and (c) the Revenue Share Collateral shall thereafter be the only collateral pledged by the Grantors to secure the payment obligations of Grantor, together the Grantors with respect to the Underlying Debt, being Revenue Share Obligations and the "SECURED OBLIGATIONS")obligations of the Grantors under this Security Agreement and the other Transactions Documents.

Security for Obligations. This Agreement secures, is made by the Grantors for the benefit of the Secured Parties to secure: (a) the full and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. Section 362(a))liabilities and indebtedness (including, of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guarantywithout limitation, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofprincipal, whether for principalpremium, interest (including interest thatincluding, but without limitation, all interest, fees and other amounts that accrue after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Issuer or any Subsidiary thereof at the rate provided for in the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligationsrespective documentation, whether or not a claim for post-petition interest, fees and other amounts is allowed against Grantor for in any such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expensescosts and indemnities) of the Issuer and the Guarantors owing to the Secured Parties, indemnities whether now existing or hereafter incurred under, arising out of, or in connection with, each Note Document to which the Issuer and/or the Guarantors are a party and the due performance and compliance by the Issuer and the Guarantors with all of the terms, conditions and agreements contained in each such Note Document; (b) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, ) of any Additional Obligations; (c) any and all sums advanced by the Agent in order to preserve the Notes Collateral or preserve its Security Interest in the Notes Collateral; (d) in the event of any portion proceeding for the collection or enforcement of such any indebtedness, obligations or liabilities that are paidof the Issuer or the Guarantors referred to in clauses (a) and (b) above, to after an Event of Default shall have occurred and be continuing, the extent all reasonable expenses of retaking, holding, preparing for sale or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencelease, fraudulent transfer selling or otherwise (all such obligations and liabilities being disposing of or realizing on the "UNDERLYING DEBT")Notes Collateral, and all obligations or of every nature any exercise by the Agent of Grantor now or hereafter existing under this Agreement (all such obligations of Grantorits rights hereunder, together with reasonable attorneys' fees and court costs; and (e) all amounts paid by any Indemnitee as to which such Indemnitee has the Underlying Debtright to reimbursement under Section 20 of this Agreement. All such obligations, being liabilities, indebtedness, sums and expenses set forth in clauses (a) through (e) of this Section 2 herein are collectively called the "SECURED OBLIGATIONS")Secured Obligations." -5- 3.

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

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

Security for Obligations. This The grant of a security interest in the Supplemental Collateral by the undersigned under this Second Priority Security Agreement secures, Supplement and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including Second Priority Security Agreement secures the payment of amounts that would become due but for the operation all Obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor undersigned now or hereafter existing under or arising out in respect of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Second Priority Secured Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or unliquidatedotherwise. Without limiting the generality of the foregoing, whether this Second Priority Security Agreement Supplement and the Second Priority Security Agreement secures the payment of all amounts that constitute part of the Second Priority Secured Obligations and that would be owed by the undersigned to the Second Priority Representatives or any Second Priority Secured Holder under the Second Priority Secured Agreements but for the fact that such Second Priority Secured Obligations are unenforceable or not jointly owed with othersallowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. The undersigned, and whether or by its acceptance of this Second Priority Security Agreement Supplement, the Second Priority Collateral Trustees, the Second Priority Representatives and the Second Priority Secured Holders, hereby confirm that it is the intention of all such Persons that this Second Priority Security Agreement Supplement, the Second Priority Security Agreement and the Obligations of the undersigned hereunder and thereunder not from time to time decreased or extinguished and later increasedconstitute a fraudulent conveyance for purposes of Bankruptcy Law, created or incurredthe Uniform Fraudulent Conveyance Act, and all the Uniform Fraudulent Transfer Act or any portion of such obligations similar foreign, federal or liabilities that are paid, state law to the extent all or applicable to this Second Priority Security Agreement Supplement, the Second Priority Security Agreement and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Second Priority Collateral Trustees, the Second Priority Representatives and the Second Priority Secured Holders and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Second Priority Security Agreement Supplement and the Second Priority Security Agreement at any part time shall be limited to the maximum amount as will result in the Obligations of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as the undersigned under the Second Priority Security Agreement Supplement and the Second Priority Security Agreement not constituting a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS")conveyance.

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

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

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

Security for Obligations. This In relation to each Pledgor, this Agreement secures, (and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, pledged by required prepayment, declaration, acceleration, demand or otherwise (including that Pledgor hereunder) secures the payment of amounts that would become due but for the operation all obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor Applicant now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest Master Agreement (including interest that, but for the filing of a petition in bankruptcy all contingent obligations with respect to GrantorCredit(s) issued or procured for issuance by the Pledgee for the Applicant’s account or the account of an affiliate of the Applicant pursuant to the terms of the Master Agreement), would accrue on such obligationsand further secures the payment of all present and future obligations of each Pledgor under this Agreement, in each case, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether for principal, interest, fees, expenses or not from time to time decreased or extinguished otherwise, including the payment in accordance with terms hereof and later increased, created or incurred, thereof of any and all or expenses (including reasonable counsel fees and expenses) incurred by the Pledgee in enforcing 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 or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing rights under this Agreement and the Master Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"“Secured Obligations”). In relation to each Pledgor, this Agreement is intended to convey to the Pledgee, and each Pledgor hereby grants to the Pledgee, the right and power to exercise exclusive control over all Security Entitlements in, and the sole right and power to direct dispositions of all cash deposits in that Pledgor’s Account for the purposes of sections 8-106, 9-106 and 9-104 of the NYUCC. For the avoidance of doubt, and notwithstanding anything in this Agreement or the Master Agreement to the contrary, all amounts paid by any Pledgor, realised from a Pledgor’s Collateral or otherwise applied in respect of a Pledgor to the Secured Obligations shall be applied without duplication of any such amounts paid or applied with respect to the other Pledgors and shall, to the extent so paid or applied, satisfy the obligations of all Pledgors hereunder and under the Master Agreement with respect to such Secured Obligations.

Security for Obligations. This Agreement secures, and in the ------------------------ Collateral is collateral security forcase of each Grantor, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for all obligations of such Grantor and the operation Subsidiaries 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 Company now or hereafter existing under (a) the Loan Documents, and (b) as disclosed to the Agent from time to time and in an amount not to exceed $100,000,000 in the aggregate, as to each Lender and its Affiliates, for so long as such Lender is a party to the Credit Agreement, all agreements and other documents relating to any treasury management services provided by any of the Lenders and their Affiliates to the Company and any of its Subsidiaries, all agreements evidencing any other obligations of the Company and any of its Subsidiaries owing to any of the Lenders and their Affiliates including, without limitation, all letters of credit issued by any of the Lenders and their Affiliates for the benefit of the Company or arising out any of or in connection its Subsidiaries, all Hedge Agreements entered into with the Company or any of its Subsidiaries by any of the Lenders and their Affiliates, and each agreement or instrument delivered by any Grantor or Subsidiary Guarantyof the Company pursuant to any of the foregoing, as the other same may be amended from time to time in accordance with the provisions thereof (the Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereofdocuments described in this clause (b) are the “Secured Agreements”), whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increasedfor principal, created or incurredreimbursement obligations, and all or any portion interest, fees, premiums, penalties, indemnifications, contract causes of such obligations or liabilities that are paidaction, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferencecosts, fraudulent transfer expenses or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"“Secured Obligations”) owing to the Agent, the Lenders and their respective Affiliates that are party to any Secured Agreement (the “Secured Parties”). Without limiting the generality of the foregoing, and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of secures, as to each Grantor, together with the Underlying Debtpayment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor or Subsidiary of the Company, being as applicable, to any Secured Party under the "SECURED OBLIGATIONS")Loan Documents or Secured Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any of the Loan Parties and other Subsidiaries of the Company.

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

Security for Obligations. This Agreement secures, secures (i) the full and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities (including, without limitation, the principal of every nature and interest on the Notes issued by, and Advances made to, the Borrower under the Credit Agreement, and all indemnities, fees and interest thereon or owed thereunder) of the Grantor to the Secured Parties, whether now existing or hereafter existing under or incurred under, arising out of or in connection with any Loan Document (including, without limitation, all of the Subsidiary Grantor's obligations and liabilities under the Parent Guaranty) to which the Grantor is a party and the due performance and compliance by the Grantor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents and the Lender Interest Rate Agreements and (all extensions or renewals thereof, whether for such principal, interest (including interest thatinterest, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreementsindemnities, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, obligations 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, being herein collectively called the "Credit Agreement Obligations"); (ii) to the extent that any Bank Hedge Agreement is entitled to the benefits of this Agreement, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Grantor to the Hedge Banks, whether now existing or hereafter incurred under, arising out of or in connection with any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferenceBank Hedge Agreement and the due performance and compliance by the Grantor with all the terms, fraudulent transfer or otherwise conditions and agreements contained in such Bank Hedge Agreement (all such obligations and liabilities described in this clause (ii) being herein collectively called the "UNDERLYING DEBTOther Obligations"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying DebtCredit KL2:200855.2 Agreement Obligations, being collectively the "SECURED OBLIGATIONSSecured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Grantor to the Secured Parties under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Grantor.

Security for Obligations. This Security Agreement secures, and the ------------------------ Collateral is collateral security for, secures the prompt and complete (a) payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and Grantors to the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Security Agreement, the Notes and any and all Transaction Documents (as such term is defined in each of the May Purchase Agreement and the June Purchase Agreement), including, without limitation, the payment of the Revenue Share (as such term is defined in Section 5.1 of each of the May Purchase Agreement and the June Purchase Agreement); and (b) performance and observance by the Grantors of all of their respective covenants and conditions contained in the Transaction Documents (as such term is defined in each of the May Purchase Agreement and the June Purchase Agreement). All such obligations, covenants and conditions described in the immediately preceding clauses (a) and (b), whether for principal, interest, fees, expenses, or otherwise, are hereinafter collectively referred to as the “Obligations.” Upon repayment in full of all of the Obligations other than the Obligations relating to the Revenue Share under the May Purchase Agreement and the June Purchase Agreement (such Obligations, the “Revenue Share Obligations”)), or conversion of 100% of the outstanding Notes into common stock of the Company (as provided in the Notes) or exchange of 100% of the outstanding Notes for shares of preferred stock of the Company as contemplated by the June Purchase Agreement, the Company shall provide the Lender with such amendments or modifications to the UCC Financing Statements filed with respect to the any and all of the Pledged Collateral necessary to amend or modify such UCC Financing Statements to remove from the Pledged Collateral all Pledged Collateral other than (i) the equity interests of the Grantors in CH Revenue Share Lease HoldCo LLC, a Delaware limited liability company (“Lease Holdco”) and (ii) the properties, assets, and rights of Lease Holdco described in Attachment 1 hereto, wherever located, whether Lease Holdco now has or hereafter acquires an ownership or other interest or power to transfer thereof, and all general intangibles (including causes of action) relating to, and all proceeds of, any or all of the foregoing Pledged Collateral (the Pledged Collateral referred to in (i) and (ii), collectively, the “Revenue Share Collateral”), and Lender shall promptly execute and return same to the Company (and in no event less than five business days following receipt of such UCC amendments); provided, that if such UCC amendments are not executed by the Lender and delivered to the Company within such five-day period, the Company shall be entitled to prepare, execute and file same. Upon repayment in full of all of the Obligations including the Revenue Share Obligations, the Company shall provide the Lender with UCC termination statements and other documentation necessary to terminate (the “UCC Terminations”) any UCC Financing Statements filed with respect to any and all Pledged Collateral and Lender shall promptly execute and return same to the Company (and in no event less than five business days following receipt of such UCC Terminations); provided, that if such UCC Terminations are not executed by the Lender and delivered to the Company within such five-day period, the Company shall be entitled to prepare, execute and file same. For purposes of clarity, in circumstances where all amounts payable under the Notes, including principal thereunder and interest thereon, have been paid by the Company (or converted into common stock or preferred stock of the Company), (a) the pledge and grant by the Grantors to the Lender of a security interest in the Pledged Collateral, other than the Revenue Share Collateral, shall be terminated, and (b) the Company shall be entitled to amend or modify the UCC Financing Statements filed with respect to the Pledged Collateral to remove all Pledged Collateral other than the Revenue Share Collateral, and (c) the Revenue Share Collateral shall thereafter be the only collateral pledged by the Grantors to secure the payment obligations of Grantor, together the Grantors with respect to the Underlying Debt, being Revenue Share Obligations and the "SECURED OBLIGATIONS")obligations of the Grantors under this Security Agreement and the other Transactions Documents.

Security for Obligations. This In relation to each Pledgor, this Agreement secures, (and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, pledged by required prepayment, declaration, acceleration, demand or otherwise (including that Pledgor hereunder) secures the payment of amounts that would become due but for the operation all obligations of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor Applicant now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest Master Agreement (including interest that, but for the filing of a petition in bankruptcy all contingent obligations with respect to GrantorCredit(s) issued or procured for issuance by the Pledgee for the Applicant's account or the account of an affiliate of the Applicant pursuant to the terms of the Master Agreement), would accrue on such obligationsand further secures the payment of all present and future obligations of each Pledgor under this Agreement, in each case, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether for principal, interest, fees, expenses or not from time to time decreased or extinguished otherwise, including the payment in accordance with terms hereof and later increased, created or incurred, thereof of any and all or expenses (including reasonable counsel fees and expenses) incurred by the Pledgee in enforcing 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 or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing rights under this Agreement and the Master Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"“Secured Obligations”). In relation to each Pledgor, this Agreement is intended to convey to the Pledgee, and each Pledgor hereby grants to the Pledgee, the right and power to exercise exclusive control over all Security Entitlements in, and the sole right and power to direct dispositions of all cash deposits in that Pledgor's Account for the purposes of sections 8-106, 9-106 and 9-104 of the NYUCC. For the avoidance of doubt, and notwithstanding anything in this Agreement or the Master Agreement to the contrary, all amounts paid by any Pledgor, realised from a Pledgor’s Collateral or otherwise applied in respect of a Pledgor to the Secured Obligations shall be applied without duplication of any such amounts paid or applied with respect to the other Pledgors and shall, to the extent so paid or applied, satisfy the obligations of all Pledgors hereunder and under the Master Agreement with respect to such Secured Obligations. Section 4.

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

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

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

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

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

Security for Obligations. This Security Agreement secures, and the ------------------------ Collateral is collateral security for, secures the prompt and complete (a) payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, Grantors to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor Lenders now or hereafter existing under this Security Agreement, the Notes and any and all Transaction Documents (as such term is defined in each of the May Purchase Agreement, the June Purchase Agreement, the September Purchase Agreement and the November Loan Agreement), including, without limitation, the payment of the Revenue Share (as such term is defined in Section 5.1 of each of the May Purchase Agreement, the June Purchase Agreement, the September Purchase Agreement and the November Loan Agreement); and (b) performance and observance by the Grantors of all of their respective covenants and conditions contained in the Transaction Documents (as such term is defined in each of the May Purchase Agreement, the June Purchase Agreement, the September Purchase Agreement and the November Loan Agreement). All such obligations, covenants and conditions described in the immediately preceding clauses (a) and (b), whether for principal, interest, fees, expenses, or otherwise, are hereinafter collectively referred to as the “Obligations.” Upon repayment in full of all of the Obligations other than the Obligations relating to the Revenue Share under the May Purchase Agreement, the June Purchase Agreement, the September Purchase Agreement and the November Loan Agreement (such Obligations, the “Revenue Share Obligations”)), or conversion of 100% of the outstanding Notes into common stock of the Company (as provided in the Notes), the Company shall provide Greenle Alpha with such amendments or modifications to the UCC Financing Statements filed with respect to the any and all of the Pledged Collateral necessary to amend or modify such UCC Financing Statements to remove from the Pledged Collateral all Pledged Collateral other than (i) the equity interests of the Grantors in CH Revenue Share Lease HoldCo LLC, a Delaware limited liability company (“Lease Holdco”) and (ii) the properties, assets and rights of Lease Holdco described in Attachment 1 hereto, wherever located, whether Lease Holdco now has or hereafter acquires an ownership or other interest or power to transfer thereof, and all general intangibles (including causes of action) relating to, and all proceeds of, any or all of the foregoing Pledged Collateral (the Pledged Collateral referred to in (i) and (ii), collectively, the “Revenue Share Collateral”), and Greenle Alpha shall promptly execute and return same to the Company (and in no event less than five business days following receipt of such UCC amendments); provided, that if such UCC amendments are not executed by Greenle Alpha and delivered to the Company within such five-day period, the Company shall be entitled to prepare, execute and file same. Upon repayment in full of all of the Obligations including the Revenue Share Obligations, the Company shall provide Greenle Alpha with UCC termination statements and other documentation necessary to terminate (the “UCC Terminations”) any UCC Financing Statements filed with respect to any and all Pledged Collateral and Greenle Alpha shall promptly execute and return same to the Company (and in no event less than five business days following receipt of such UCC Terminations); provided, that if such UCC Terminations are not executed by Greenle Alpha and delivered to the Company within such five-day period, the Company shall be entitled to prepare, execute and file same. For purposes of clarity, in circumstances where all amounts payable under the Notes, including principal thereunder and interest thereon, have been paid by the Company (or converted into common stock or preferred stock of the Company), (a) the pledge and grant by the Grantors to Greenle Alpha of a security interest in the Pledged Collateral, other than the Revenue Share Collateral, shall be terminated, and (b) the Company shall be entitled to amend or modify the UCC Financing Statements filed with respect to the Pledged Collateral to remove all Pledged Collateral other than the Revenue Share Collateral, and (c) the Revenue Share Collateral shall thereafter be the only collateral pledged by the Grantors to secure the payment obligations of Grantor, together the Grantors with respect to the Underlying Debt, being Revenue Share Obligations and the "SECURED OBLIGATIONS")obligations of the Grantors under this Security Agreement and the other Transactions Documents.

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

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

Security for Obligations. This Agreement secures, and the ------------------------ Collateral of each Grantor is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a) (and any successor provision thereof)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such interest amount in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed all Obligations with others, and whether or not from time respect 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 or any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise Grantor (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"); PROVIDED THAT anything contained in this Agreement to the contrary notwithstanding, the Secured Obligations of any Grantor under this Agreement shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Grantor's Secured Obligations subject to avoidance as a fraudulent transfer or conveyance under Section 548 of such Bankruptcy Code or any applicable provisions of comparable law of one or more of the states or Governmental Authorities comprising the United States of America (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Grantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Grantor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Grantor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this Agreement or the Senior Finance Documents, which guarantee contains a limitation as to maximum amount similar to that set forth in this proviso pursuant to which the liability of such Grantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such Grantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Grantor and other Obligors or affiliates of the Obligors of obligations arising under the Senior Finance Documents by such parties.

Security for Obligations. This Agreement secures, secures (i) the full and the ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities (including, without limitation, the principal of every nature and interest on the Notes issued by, and Advances made to, the Borrower under the Credit Agreement, and all indemnities, fees and interest thereon or owed thereunder) of each Grantor to the Secured Parties, whether now existing or hereafter existing under or incurred under, arising out of or in connection with any Loan Document (including, without limitation, in the case of each Subsidiary Guarantor, all of its obligations and liabilities under the Subsidiary Guaranty) to which such Grantor is a party and the due performance and compliance by each Grantor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents and the Lender Interest Rate Agreements and (all extensions or renewals thereof, whether for such principal, interest (including interest thatinterest, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Interest Rate Agreementsindemnities, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, obligations 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, being herein collectively called the "Credit Agreement Obligations"); (ii) to the extent that any Bank Hedge Agreement is entitled to the benefits of this Agreement, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of each Grantor to the Hedge Banks, whether now existing or hereafter incurred under, arising out of or in connection with any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender or Interest Rate Exchanger as a preferenceBank Hedge Agreement and the due performance and compliance by such Grantor with all the terms, fraudulent transfer or otherwise conditions and agreements contained in such Bank Hedge Agreement (all such obligations and liabilities described in this clause (ii) being herein collectively called the "UNDERLYING DEBTOther Obligations"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying DebtCredit Agreement Obligations, being collectively the "SECURED OBLIGATIONSSecured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to the Secured Parties under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor.