Common use of Certain Provisions Concerning Securities Collateral Clause in Contracts

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 20 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 20 SECTION 5.3. DEFAULTS, ETC 21 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 22 SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S SECURITY 22 SECTION 6.3. AFTER-ACQUIRED PROPERTY 23 SECTION 6.4. LITIGATION 23 SECTION 7.1. MAINTENANCE OF RECORDS 24 SECTION 7.2. LEGEND 24 SECTION 7.3. MODIFICATION OF TERMS, ETC 25 SECTION 7.4. COLLECTION 25 Page SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 25 SECTION 9.1. REMEDIES 26 SECTION 9.2. NOTICE OF SALE 27 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 28 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 28 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 30 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 30 SECTION 10.1. APPLICATION OF PROCEEDS 31 SECTION 11.1. CONCERNING COLLATERAL AGENT 31 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 32 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 33 SECTION 11.4. TERMINATION; RELEASE 33 SECTION 11.5. MODIFICATION IN WRITING 34 SECTION 11.6. NOTICES 34 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 SECTION 11.8. SEVERABILITY OF PROVISIONS 34 SECTION 11.9. EXECUTION IN COUNTERPARTS 34 SECTION 11.10. BUSINESS DAYS 35 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 35 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 35 SECTION 11.13. NO RELEASE 35 SECTION 11.14. OBLIGATIONS ABSOLUTE 35 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement This SECURITY AGREEMENT dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMorgan Chase Bank, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 20 16 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 20 16 SECTION 5.3. DEFAULTS, ETC 21 ETC. 18 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 18 SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 22 SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S SECURITY 22 SECTION 6.3. AFTER-ACQUIRED PROPERTY 23 SECTION 6.4. LITIGATION 23 SECTION 7.1. MAINTENANCE OF RECORDS 24 18 SECTION 7.2. LEGEND 24 SECTION 7.36.2. MODIFICATION OF TERMS, ETC 25 ETC. 19 SECTION 7.46.3. COLLECTION 25 Page 19 SECTION 8.17.1. TRANSFERS OF PLEDGED COLLATERAL 25 19 SECTION 9.18.1. REMEDIES 26 20 SECTION 9.28.2. NOTICE OF SALE 27 21 SECTION 9.38.3. WAIVER OF NOTICE AND CLAIMS 28 22 SECTION 9.48.4. CERTAIN SALES OF PLEDGED COLLATERAL 28 22 SECTION 9.58.5. NO WAIVER; CUMULATIVE REMEDIES 30 24 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 30 SECTION 10.19.1. APPLICATION OF PROCEEDS 31 24 SECTION 11.110.1. CONCERNING COLLATERAL ADMINISTRATIVE AGENT 31 24 SECTION 11.210.2. COLLATERAL ADMINISTRATIVE AGENT MAY PERFORM; COLLATERAL ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT 32 26 SECTION 11.310.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 33 26 SECTION 11.410.4. TERMINATION; RELEASE 33 27 SECTION 11.510.5. MODIFICATION IN WRITING 34 27 SECTION 11.610.6. NOTICES 34 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 SECTION 11.8. SEVERABILITY OF PROVISIONS 34 SECTION 11.9. EXECUTION IN COUNTERPARTS 34 SECTION 11.10. BUSINESS DAYS 35 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 35 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 35 SECTION 11.13. NO RELEASE 35 SECTION 11.14. OBLIGATIONS ABSOLUTE 35 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement This SECURITY AGREEMENT dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMorgan Chase Bank, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).27

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 20 16 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 20 17 SECTION 5.3. DEFAULTS, ETC 21 17 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 18 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 22 18 SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S 'S SECURITY 22 18 SECTION 6.3. AFTER-ACQUIRED PROPERTY 23 19 SECTION 6.4. LITIGATION 23 19 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES SECTION 7.1. MAINTENANCE OF RECORDS 24 20 SECTION 7.2. LEGEND 24 20 SECTION 7.3. MODIFICATION OF TERMS, ETC 25 20 SECTION 7.4. COLLECTION 25 Page 20 ARTICLE VIII TRANSFERS SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 25 21 ARTICLE IX REMEDIES SECTION 9.1. REMEDIES 26 21 SECTION 9.2. NOTICE OF SALE 27 22 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 28 23 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 28 23 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 30 24 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 30 25 SECTION 9.7. ACCESS TO PREMISES 25 ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS SECTION 10.1. APPLICATION OF PROCEEDS 31 25 ii ARTICLE XI MISCELLANEOUS SECTION 11.1. CONCERNING COLLATERAL AGENT 31 25 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 32 27 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 33 28 SECTION 11.4. TERMINATION; RELEASE 33 29 SECTION 11.5. MODIFICATION IN WRITING 34 29 SECTION 11.6. NOTICES 34 29 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 29 SECTION 11.8. SEVERABILITY OF PROVISIONS 34 30 SECTION 11.9. EXECUTION IN COUNTERPARTS 34 30 SECTION 11.10. BUSINESS DAYS 35 30 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 35 30 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 35 30 SECTION 11.13. NO RELEASE 35 31 SECTION 11.14. OBLIGATIONS ABSOLUTE 35 31 SECTION 11.15. INTERCREDITOR AGREEMENT 31 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s 's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Armored Car Control Agreement Letter EXHIBIT 10 Form of Bailee's Letter This SECURITY AGREEMENT dated as of October 5February 14, 2005 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “"Agreement”") is made by DaVita Inc.LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the “Borrower”"Issuers" and each individually, a "Issuer"), and the Guarantors from to time to time party hereto (the “"Guarantors”"), as pledgors, assignors and debtors (the BorrowerIssuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “"Pledgors,” " and each, a “"Pledgor”"), in favor of JPMorgan Chase Bank, N.A.THE BANK OF NEW YORK, in its capacity as collateral agent indenture trustee pursuant to the Credit Agreement Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacitiescapacity, the “"Collateral Agent”").

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL Pledge of Additional Securities Collateral 20 SECTION 5.2. VOTING RIGHTSVoting Rights; DISTRIBUTIONS; ETCDistributions, etc. 20 SECTION 5.3. DEFAULTSDefaults, ETC etc. 21 SECTION 5.4. Certain Agreements of Pledgors as Issuers and Holders of Equity Interests 22 ARTICLE VI CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE Grant of Intellectual Property License 22 SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S SECURITY 22 [Reserved.] 23 SECTION 6.3. AFTERAfter-ACQUIRED PROPERTY Acquired Property 23 SECTION 6.4. LITIGATION Litigation 23 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES SECTION 7.1. MAINTENANCE OF RECORDS Maintenance of Records 24 SECTION 7.2. LEGEND Legend 24 SECTION 7.3. MODIFICATION ARTICLE VIII CONCERNING ASSIGNMENT OF TERMS, ETC 25 SECTION 7.4. COLLECTION 25 Page LEASES AND RENTS SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL Present Assignment; License to the Pledgor 24 SECTION 8.2. Collection of Rents by the Collateral Agent 25 SECTION 9.18.3. REMEDIES Irrevocable Interest 25 SECTION 8.4. Leases Over $100,000 Annual Rent 25 SECTION 8.5. No Assignment 25 SECTION 8.6. Relationship of the Parties 26 SECTION 9.2. NOTICE OF SALE 27 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 28 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 28 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 30 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 30 ARTICLE IX [Reserved.] SECTION 10.1. APPLICATION OF PROCEEDS 31 Transfers of Pledged Collateral 26 ARTICLE XI REMEDIES SECTION 11.1. CONCERNING COLLATERAL AGENT 31 Proceeds to be Turned Over to Administrative Agent. 26 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 32 Application of Proceeds. 26 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 33 Code and Other Remedies 27 SECTION 11.4. TERMINATION; RELEASE 33 Effect of Securities Laws 29 SECTION 11.5. MODIFICATION IN WRITING 34 SECTION 11.6. NOTICES 34 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 SECTION 11.8. SEVERABILITY OF PROVISIONS 34 SECTION 11.9. EXECUTION IN COUNTERPARTS 34 SECTION 11.10. BUSINESS DAYS 35 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 35 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 35 SECTION 11.13. NO RELEASE 35 SECTION 11.14. OBLIGATIONS ABSOLUTE 35 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement This SECURITY AGREEMENT dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMorgan Chase Bank, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).Deficiency 29

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 20 19 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 20 ETC 19 SECTION 5.3. DEFAULTS, ETC 21 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 21 SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 22 21 SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S SECURITY 22 SECTION 6.3. AFTER-ACQUIRED PROPERTY 23 22 SECTION 6.4. LITIGATION 23 SECTION 7.1. MAINTENANCE OF RECORDS 24 23 SECTION 7.2. LEGEND 24 SECTION 7.3. MODIFICATION OF TERMS, ETC 25 24 SECTION 7.4. COLLECTION 25 Page 24 SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 25 24 SECTION 9.1. REMEDIES 26 25 SECTION 9.2. NOTICE OF SALE 27 26 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 28 27 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 28 27 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 30 29 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 30 29 SECTION 10.1. APPLICATION OF PROCEEDS 31 29 SECTION 11.1. CONCERNING COLLATERAL AGENT 31 30 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 32 31 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 33 32 SECTION 11.4. TERMINATION; RELEASE 33 32 SECTION 11.5. MODIFICATION IN WRITING 34 33 SECTION 11.6. NOTICES 34 33 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 33 SECTION 11.8. SEVERABILITY OF PROVISIONS 34 33 SECTION 11.9. EXECUTION IN COUNTERPARTS 34 33 SECTION 11.10. BUSINESS DAYS 35 33 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 35 34 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 35 34 SECTION 11.13. NO RELEASE 35 34 SECTION 11.14. OBLIGATIONS ABSOLUTE 35 34 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee’s Letter This first lien SECURITY AGREEMENT dated as of October 525, 2005 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc.AGY HOLDING CORP., a Delaware corporation (the ‘Parent Borrower”). AGY AIKEN LLC, a Delaware limited liability company (“Aiken”), AGY HUNTINGDON LLC, a Delaware limited liability company (“Huntingdon”, and together with Parent Borrower and Aiken, each a “Borrower” and collectively, the “Borrowers”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the BorrowerBorrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMorgan Chase BankUBS AG, N.A.STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).