Common use of Security for Obligations Clause in Contracts

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

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

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of secures the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) and performance of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower Grantor to the Lender Creditors, whether and its Affiliates now existing or hereafter incurred under, arising out of existing under or in connection with respect of the [Credit Agreement Agreement][, the Guaranty] and all the other Credit Loan Documents to which it is at any time a party (including, including without limitation, any extensions, modifications, substitutions, amendments or renewals thereof), and whether for principal, interest, fees, indemnification, costs, expenses or otherwise (including all such out-of-pocket costs of enforcement of the Loan Documents), and the unconditional performance of all obligations to be kept and liabilities performed by the Grantor in respect of such Pledgor under the [Credit Agreement (if Agreement][, the Guaranty] and the other Loan Documents to which it is a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Secured Obligations”);. (iib) After the full Effective Date, so long as no Default or Event of Default has occurred and prompt payment when due (whether at is continuing, the stated maturityGrantor may make trades of Pledged Financial Assets in the Securities Accounts, by acceleration provided that, a Margin Shortfall or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of Sell-Out Shortfall shall not result from such Pledgor (as obligor or guarantor, as the case may be) trade. Notwithstanding anything else in this Agreement to the Other Creditorscontrary, whether now existing so long as no Default or hereafter incurred underEvent of Default has occurred and is continuing, arising out of or in connection with any Secured Hedging Agreement the Grantor may, upon not less than ten (including10) Business Days prior written notice, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of request that the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve Lender release its security interest in the Collateral; (v) in the event a designated portion of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time underPledged Financial Assets, and as defined inthe Lender shall release its security interest in such designated Collateral, any of provided that a Margin Shortfall or Sell-Out Shortfall shall not result from such release. The Lender reserves the Credit Agreement and right (which shall be exercised in its reasonable discretion) to select from among the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuingPledged Financial Assets, the reasonable expenses of retaking, holding, preparing for sale Pledged Financial Assets (or lease, selling portion or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vilots thereof) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, that shall be subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of release in accordance with this Agreement or extended from time to time after the date of this AgreementSection.

Security for Obligations. (a) This Pledge Agreement is made by each Pledgor in favor of to the Pledgee Agent Bank for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Banks to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Guaranty Agreement and all any other Credit Documents Loan Document to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance of and compliance by such Pledgor with the terms of the Guaranty Agreement and each other such Credit Loan Document by such Pledgor (all such obligations and liabilities under this clause (i) being herein collectively called collectively, the “Credit "Loan Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defineddefined in Section 3.4 hereof) or preserve and/or its security interest in the Collateraltherein; (viii) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Pledge Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Pledge Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of Default under the Credit Loan Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viiv) all amounts paid by any Secured Creditor Bank as to which such Secured Creditor Bank has the right to reimbursement under Section 11 of this Pledge Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Borrower (including, without limitation, indemnities, fees and interest thereonin the case of the Borrower or an NSG Pledgor) of or such Pledgor (as obligor or guarantor, as in the case may be) and each Borrower to the Lender Creditorsof a Pledgor that is a Subsidiary Guarantor), whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it the Borrower or such Pledgor, as the case may be, is at any time a party (including, without limitationin the case of a Pledgor that is a Subsidiary Guarantor, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiary Guaranty) and the due performance of and compliance by the Borrower or such Pledgor Pledgor, as the case may be, with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Borrower (in the case of the Borrower and each NSG Pledgor) or such Pledgor (as obligor or guarantor, as in the case may be) to the Other Creditorsof any Pledgor that is a Subsidiary Guarantor), whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Interest Rate Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Interest Rate Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve and/or its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of Default under the Credit Agreement and the Senior Note Documents, and (b) or any payment default (by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costsdisbursements of counsel; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement”.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities, fees and interest thereon) of such each Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if respective Guaranty to which it is a party thereto) and under any guaranty by it of the obligations under the Credit Agreementparty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations and liabilities of proceeding) owing by such Pledgor to the Interest Rate Creditors under, or with respect to each Interest Rate Agreement, whether such Interest Rate Agreement is now in existence or hereafter arising, and the due performance and compliance with the terms, conditions and agreements of each such Interest Rate Agreement by such Pledgor including, in the case of Pledgors other than the Borrower, all obligations, liabilities and indebtedness under any guaranty by it the Holdings Secured Guaranty and Subsidiaries Guaranty (as applicable), in each case, in respect of the obligations under any Secured Hedging Agreement) Interest Rate Agreements, and the due performance and compliance by such Pledgor with all of the terms of each such Secured Hedging Agreement terms, conditions and agreements contained therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (ii) being herein collectively called the “Other Interest Rate Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) indebtedness and liabilities (including, without limitation, indemnitiesprincipal, fees premium and interest thereon(including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Senior NoteholdersSecond Lien Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Senior Note Secured Notes and the other Senior Secured Notes Documents to which such Pledgor is at any time a party (including, without limitation, including all such obligations obligations, indebtedness and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the constituting a Senior Note IndentureSecured Notes Document) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each the Senior Secured Notes and in such other Senior Note Document Secured Notes Documents (all such obligations obligations, indebtedness and liabilities under this clause (iii) being herein collectively called the “Senior Note Second Lien Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or and/or preserve its security interest in the Collateraltherein; (v) 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) through (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and; (vi) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vivii) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, fees premium, interest, reimbursement obligations (both actual and contingent) under Revolving Loans, Swingline Loans, Letters of Credit, Credit Hedging Agreements, Pari-Pasu Hedging Agreements, fees, costs, and indemnities (including in each case, without limitation, all interest thereonthat accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Secured Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Loan Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is party to the Subsidiary Guaranty, all such obligations and liabilities of such Pledgor under Guaranteed Obligations (as defined in the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiary Guaranty)) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such Credit Document other Loan Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses clause (i) through (iv) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viiv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor Grantor in favor of the Pledgee Administrative Agent for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, fees premium, interest, reimbursement obligations (both actual and contingent) under Revolving Loans, Swingline Loans and Letters of Credit, fees, costs, and indemnities (including in each case, without limitation, all interest thereonthat accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower Grantor to the Lender Secured Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Loan Documents to which it Grantor is at any time a party (including, without limitationin the case of Grantor that is party to the Subsidiary Guaranty, all such obligations and liabilities of such Pledgor under Guaranteed Obligations (as defined in the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiary Guaranty)) and the due performance and compliance by Grantor with all of the terms, conditions and agreements contained in the Credit Agreement and in such Pledgor with the terms of each such Credit Document other Loan Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee Administrative Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of Grantor referred to in clauses clause (i) through (iv) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee Administrative Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (viiv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender CreditorsSecured Creditors to secure, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative in respect of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basiseach Pledgor: (i) (A) with respect to each Pledgor that is a Guarantor, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) Applicable Guaranteed Obligations of such Pledgor and (as obligor or guarantorB) with respect to each Pledgor that is a Borrower, as the Obligations of such Pledgor, in the case may beof clauses (A) and (B) other than, in each Borrower to the Lender Creditorscase, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Excluded Swap Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses clause (i) through (iv) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the CollateralCollateral granted by such Pledgor, or of any exercise by the Pledgee of its rights hereunderhereunder in respect of or relating to such Collateral, together with reasonable attorneys’ fees and court costs, but excluding any Taxes and Excluded Taxes; and (viiii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement from such Pledgor under Section 11 12.4 of this the Credit Agreement; all provided that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the obligations of each Foreign Pledgor under this Agreement or any other Loan Document shall be separate and distinct from the obligations of each Domestic Pledgor, and shall be expressly limited to the obligations of such obligations, liabilities, sums and expenses Foreign Pledgor as set forth herein and (y) no pledge, grant, lien or security interest in clauses any Collateral of a Foreign Pledgor shall secure, and no payment of any amount by a Foreign Pledgor (iin its capacity as such) through under a Loan Document, and no portion of any Collateral of a Foreign Pledgor or any proceeds thereof, in each case shall be for the account of, or reduce the Secured Obligations of, any Person other than a Foreign Borrower (vi) of this Section 1the foregoing, subject to the provisions of following clause (b)collectively, being herein collectively called the “Secured Obligations,” it being acknowledged and agreed that the “Secured Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this AgreementAgreement (including, but not limited to, any such credit extension to any Other Subsidiary Borrower that may become a party to the Credit Agreement pursuant to Section 2.15 thereof after the date hereof). In furtherance of the foregoing, the liability of each Foreign Pledgor for the payment and performance of the covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from and not joint with the obligations of any Domestic Pledgor.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Loan Documents to which it or any Borrower is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor and any Borrower with the terms of each such Credit Loan Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Loan Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Other Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Other Secured Hedging Agreement) and the due performance and compliance by such Pledgor and any Borrower with the terms of each such Other Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and the Company to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor or the Company is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor (x) under the Senior Note Indenture and the New Senior Note Indenture or (y) under any joint and several guaranty by it of the obligations of the Company and each Guarantor under the Senior Note Indenture and the New Senior Note Indenture) and the due performance and compliance by such Pledgor and the Company with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable and documented out-of-pocket expenses of the Pledgee in connection with the retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable and documented out-of-pocket attorneys’ fees and court costscosts of the Pledgee; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement and it being further acknowledged and agreed that the “Obligations” shall exclude any Excluded Swap Obligations. (b) The Company will give written notice prior to issuance to the Pledgee of any Senior Notes issued after the date hereof (each, a “Notice of Pledge Agreement Entitlement”) as follows: Such written notice from the Company (i) shall state that it is a “Notice of Pledge Agreement Entitlement”, (ii) shall be delivered to the Pledgee, (iii) shall describe the new Senior Note Obligations to be secured hereby, (iv) shall state that it is delivered pursuant to Section 1(b) of this Agreement, (v) shall reference the aggregate principal amount of such new Indebtedness, and (vi) shall state that such new Indebtedness and the incurrence thereof does not violate, and may be incurred and secured hereunder in accordance with, the applicable provisions of Section 7.02 of the Credit Agreement and Section 4.7 of the Senior Note Indenture or the corresponding Sections of the New Senior Note Indenture. Delivery of a Notice of Pledge Agreement Entitlement, including all of the required information above, prior to the issuance of any Senior Notes issued after the date hereof shall satisfy the certification requirement in the fourth WHEREAS clause of this Agreement. Promptly following receipt of such Notice of Pledge Agreement Entitlement, the Pledgee shall deliver to the Company written acknowledgement of receipt thereof; provided that the failure to deliver such acknowledgement shall not exclude the obligations under such Senior Notes from constituting Senior Note Obligations.

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwiseotherwise in accordance with the terms of the Credit Agreement) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such the Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender CreditorsBank Creditors (including, without limitation, the obligations of the Pledgor under the Holdings Guaranty), whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such the Pledgor with all of the terms of each such terms, conditions and agreements contained in the Credit Document Agreement and the other Credit Documents (all such principal, interest, obligations and liabilities under described in this clause (i) being herein ), collectively called the “"Credit Document Agreement Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwiseotherwise in accordance with the terms of the Credit Agreement) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such owing by the Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred Creditors under, arising out of or in connection with respect to, any Secured Interest Rate Protection or Other Hedging Agreement (including, without limitation, all such the obligations and liabilities of such the Pledgor under any guaranty by it of the obligations under any Secured Holdings Guaranty), whether such Interest Rate Protection or Other Hedging Agreement) Agreement is now in existence or hereafter arising in connection with the Credit Documents, and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called collectively, the “Senior Note "Other Obligations”"); (iviii) any and all sums advanced and not repaid by the Pledgee Collateral Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the CollateralCollateral in accordance with the terms hereof and the other Credit Documents; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor referred to in clauses (i) through and (iv) above ii), after an Event of Default (as such term, as used term is defined in this the Security Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuingcontinuing and the Collateral Agent has given notice under Article X of the Credit Agreement, the commercially reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee Collateral Agent of its rights hereunder, together with reasonable attorneys’ ' fees and court costs in accordance with the terms hereof and the other Credit Documents; and (v) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all principal, interest and expenses (including reasonable attorney's fees and court costs; and ) owing by the Pledgor to the Seller Creditors under, or with respect to, the Seller Promissory Note (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement"Seller Obligations"); all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 11 collectively, subject to the provisions of following clause (b), being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

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

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, Fees, costs and indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it the Borrower is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in the Credit Agreement and in such Pledgor with the terms of each such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent constituting obligations, liabilities or indebtedness with respect to the Borrower under Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but for the automatic stay under Section 362(awithout limitation, indemnities, Fees and interest thereon) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) Borrower owing to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement (includingis now in existence or hereafter arising, without limitationand the due performance and compliance with the terms, all conditions and agreements of each such obligations Interest Rate Protection Agreement and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Other Hedging Agreement) Agreement and the due performance and compliance by such Pledgor the Borrower with all of the terms of terms, conditions and agreements contained in each such Secured Interest Rate Protection Agreement or Other Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or and/or preserve its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such timeObligations) 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; (viv) all amounts paid by any Secured Creditor as Indemnitee to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (ia) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, premium, interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest thereonthat accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiary Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) a), except to the extent consisting of obligations, liabilities or indebtedness with respect to Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements, being herein collectively called the “Credit Document Obligations”); (iib) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreementproceeding) and the due performance and compliance owing by such Pledgor to the Other Creditors under, or with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities respect to (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as in the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such each Pledgor that is at any time a party (including, without limitationSubsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Senior Note Indenture Subsidiary Guaranty), any Swap Agreement permitted by the Credit Agreement, Bank Product Agreement or any guaranty by it of the obligations under the Senior Note Indenture) Designated Foreign Facility Agreements, whether such Swap Agreement, Bank Product Agreement or Designated Foreign Facility Agreements, as applicable, is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (iiib) being herein collectively called the “Senior Note Other Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) liabilities and indebtedness of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender SCIS Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) Designated Onex Sub Guaranty and the due performance and compliance by such the Pledgor with all of the terms of each such Credit Document terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"SCIS Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) liabilities and indebtedness of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Caterair Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) Designated Onex Sub Guaranty and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document the Designated Onex Sub Guaranty and herein (all such obligations obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities under or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Caterair Credit Document Obligations"); (iii) owing by the Pledgor to the Other Creditors under, arising out of or with respect to, the Designated Onex Sub Guaranty in respect of any Interest Rate Protection Agreements or Other Hedging Agreements, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the “Senior Note "Other Obligations”"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of the Pledgor referred to in clauses (i) through and (ivii) above after above, upon the occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, either Credit Agreement, or any of the Credit payment default under any Interest Rate Protection Agreement and the Senior Note Documentsor Other Hedging Agreement, and (b) shall, in any event, include without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all . All such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantorPledgor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection connections with any Secured Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitationin the case of the Pledgors other than the Borrower, all such obligations and liabilities of such Pledgor under any guaranty by it the Subsidiary Guaranty in respect of the obligations under any Secured Interest Rate Protection Agreements or Other Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “"Other Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance of and compliance by such Pledgor with the terms of each such Credit Document by such Pledgor (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantorPledgor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (includingInterest Rate Agreement, without limitationincluding all obligations, all such obligations and liabilities if any, of such Pledgor under any guaranty by it its Guaranty in respect of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other "Interest Rate Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve and/or its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of Default under the Credit Agreement and the Senior Note Documents, and (b) or any payment default (by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee ------------------------ for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance of and compliance by such Pledgor with the terms of each such Credit Document by such Pledgor (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantorPledgor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (includingInterest Rate Agreement, without limitationincluding all obligations, all such obligations and liabilities if any, of such Pledgor under any guaranty by it its Guaranty (if any) in respect of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other "Interest Rate Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve and/or its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of Default under the Credit Agreement and the Senior Note Documents, and (b) or any payment default (by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on creates an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its enforceable security interest in the Collateral; (v) in , subject only to Permitted Liens, as provided herein, securing the event payment and performance of any proceeding for the collection and all obligations now or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any hereafter existing of the Debtor and each other Obligor under the Credit Agreement Agreements and the Senior Note other Loan Documents, including any extensions, modifications, substitutions, amendments and renewals thereof, whether for principal, interest, fees, expenses, indemnification or otherwise) (b) any 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 default (after the expiration of any applicable grace period) on any 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 all such amounts which would become due or would be secured hereunder at such time) shall have occurred and be continuing, but for the reasonable expenses filing of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateralany petition in bankruptcy, or the commencement of any exercise by the Pledgee of its rights hereunderinsolvency, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit reorganization or like proceeding of the type described aboveDebtor, whether outstanding on the date of this Agreement any other Obligor or extended from time to time after the date of this Agreementany other Person under any Debtor Relief Law). [NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN ANY ACTION OR PROCEEDING INVOLVING ANY STATE CORPORATE LAW, OR ANY STATE OR FEDERAL BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER LAW AFFECTING THE RIGHTS OF CREDITORS GENERALLY IF THE SECURITY INTEREST GRANTED BY THE DEBTOR HEREIN SHALL BE HELD VOID, INVALID OR UNENFORCEABLE, OR SUBORDINATED TO THE LIENS OR CLAIMS OF ANY OTHER CREDITORS, ON ACCOUNT OF THE AMOUNT OF THE OBLIGATIONS SECURED BY SUCH SECURITY INTEREST THEN, THE AMOUNT OF THE OBLIGATIONS SECURED BY SUCH SECURITY INTEREST SHALL, WITHOUT ANY ACTION BY THE DEBTOR, THE COLLATERAL AGENT, ANY OTHER SECURED PARTY OR ANY OTHER PERSONS, BE AUTOMATICALLY LIMITED AND REDUCED TO THE HIGHEST AMOUNT THAT IS VALID AND ENFORCEABLE AND NOT SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS AS DETERMINED IN SUCH ACTION OR PROCEEDING.]

Security for Obligations. (a) This Agreement secures and the Universal Pledged Collateral or the Thorn Tree Pledged Collateral, as applicable, is made by each Pledgor in favor of the Pledgee collateral security for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due (due, whether at the stated maturity, by acceleration or otherwise) of all obligations otherwise (including obligations which, the payment of amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due11 U.S.C. 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 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 the Equistar Debt outstanding now or hereafter arising, whether for principal or interest (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) filing of the Bankruptcy Codea petition in bankruptcy with respect to such Pledgor, would become due) accrue on such obligations), or payments of fees, expenses or otherwise, and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether all obligations now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging this Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) with respect to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with Universal Pledgor being the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, "Universal Obligations," all such obligations and liabilities of such with respect to the Thorn Tree Pledgor under being the Senior Note Indenture or any guaranty by it of "Thorn Tree Obligations" and, together, the obligations under the Senior Note Indenture) and the due performance and compliance by such "Pledgor with Obligations"). The parties acknowledge that all of the termsPledgor Obligations are currently due and payable and will be repaid in accordance with, conditions and agreements on its part contained in each such Senior Note Document (all such obligations subject to, the Settlement Agreement and liabilities this Agreement. Further, the parties agree that the DHP Secured Parties shall not have any rights under this clause (iii) being herein collectively called Agreement until the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any portion of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth Sixth Avenue Debt that constitutes a Universal Obligation is satisfied in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreementfull in cash.

Security for Obligations. (a) This Agreement is made by secures, equally and ratably, in the case of each Pledgor in favor of the Pledgee for the benefit of the Lender CreditorsGrantor, the Other Creditorspayment of all Obligations of such Grantor now or hereafter existing under (i) this Agreement, (ii) the Existing Notes, the Senior NoteholdersExisting Indenture, the Security Documents and any trustee, agent or other similar representative of any such creditors or holders the Subsidiary Guarantees (each as defined in the Existing Indenture) (collectively, together with the Pledgee“Existing Notes Obligations”), (iii) the New Notes, the New Indenture, the Security Documents (as defined in the New Indenture) and the Subsidiary Guarantees (as defined in the New Indenture) (collectively, the “Secured CreditorsNew Notes Obligations”), to secure on an equal (iv) any Additional Pari Passu Agreement and ratable basis: (v) the Intercreditor Agreement (the documents described in clauses (i) to and including (v), collectively, the full “Second Lien Documents”), whether direct or indirect, absolute or contingent, and prompt whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichamounts 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 automatic stay under 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 362(a) 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 Bankruptcy CodeSecured Obligations (or their representative, would become due) including the Trustee under the Existing Indenture, the Trustee under the New Indenture and liabilities (includingany Additional Pari Passu Agent), without limitationpro rata, indemnitieson the basis of the outstanding amount of Secured Obligations owed to such holders, fees and interest thereon) of such Pledgor (for application as obligor provided in the Existing Indenture, the New Indenture or guarantorapplicable Additional Pari Passu Agreement, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred Creditors under, arising out of or in connection with any Secured Hedging Agreement respect to (including, without limitationin the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and liabilities of such Pledgor under any guaranty by it reason of the obligations under Subsidiaries Guaranty), any Secured Interest Rate Protection Agreement or Other Hedging Agreement) and the due performance and compliance by , whether such Pledgor with the terms of each such Secured Interest Rate Protection Agreement or Other Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether is now existing in existence or hereafter incurred underarising, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after by the expiration of Borrower under any applicable grace period) Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the Term Collateral Agent, this Agreement is made by (A) each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) and reimbursement obligations under Letters of Credit, fees, costs and indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Secured Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitationin the event such Pledgor is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indentureits Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each the Credit Agreement and in such Senior Note Document other Credit Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iiii) being herein collectively called herein, collectively, the “Senior Note Credit Document Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement secures, and the Pledged Collateral is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditorscollateral security for, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) of all obligations otherwise (including obligations which, the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due11 U.S.C. Section 362(a)), of (a) with respect to Company, all obligations and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether every nature of Company now existing or hereafter incurred under, existing under or arising out of or in connection with the Credit Agreement and all other Credit Loan Documents and the Interest Rate Agreements, and (b) with respect to which it is at any time a party (including, without limitationeach Pledgor other than Company, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities every nature of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether Subsidiary Pledgors now existing or hereafter incurred under, arising out of existing under or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents Subsidiary Guaranty; in each case together with all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to which any Pledgor, would accrue on such obligations, whether or nor a claim is allowed against such Pledgor is at for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of 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 time a party (including, without limitation, all portion of such obligations and or liabilities that are paid, to the extent all or any part of such Pledgor under the Senior Note Indenture payment is avoided or recovered directly or indirectly from Administrative Agent or any guaranty by it Lender or Lender Counterparty as a preference, fraudulent transfer or otherwise, and all obligations of the obligations every nature of Pledgors now or hereafter existing under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document this Agreement (all such obligations and liabilities under this clause (iii) of Pledgors being herein collectively called the “Senior Note Obligations”"SECURED OBLIGATIONS"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

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

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitation, including all such obligations and liabilities indebtedness of such Pledgor under the Credit Agreement (if any Guaranty to which it is a party thereto) and under any guaranty by it of the obligations under the Credit Agreementparty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to (including by reason of any Guaranty to which it is a party), any Interest Rate Protection Agreement and Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after by the expiration of Borrower under any applicable grace period) Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations secured hereunder at such time(as hereinafter defined) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), I being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitationin the case of Pledgors other than the Borrower, all such obligations and liabilities of such Pledgor under any guaranty by it its Guaranty in respect of the obligations under any Secured Interest Rate Protection Agreements or Other Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “"Other Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement secures, and the Pledged Collateral is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditorscollateral security for, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due (due, whether at the stated maturity, by acceleration required redemption, conversion, repurchase, acceleration, demand or otherwise) of all obligations otherwise (including obligations which, the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) 11 U.S.C. §362(a)), of all obligations and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether every nature of Company now existing or hereafter incurred under, existing under or arising out of or in connection with this Agreement or any of the Credit Agreement Indenture Documents, together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), 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 Collateral Agent as a preference, fraudulent transfer or otherwise; all other loans and future advances made by Collateral Agent to any Pledgor and all other Credit Documents to which it is at any time a party (includingdebts, without limitation, all such obligations and liabilities of each Pledgor or every kind and character now or hereafter existing in favor of Collateral Agent, whether direct or indirect, primary or secondary, joint or several, fixed or contingent, secured or unsecured, and whether originally payable to Collateral Agent or to a third party and subsequently acquired by Collateral Agent, it being contemplated that any Pledgor may hereafter become indebted to Collateral Agent for such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such further debts, obligations and liabilities liabilities; and all obligations of every nature of Pledgors now or hereafter existing under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) of Pledgors being herein collectively called the “Other Secured Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the with, each Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, in the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreementits Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of terms, conditions and agreements contained in each such Credit Document (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but for without limitation, all interest that accrues after the automatic stay under Section 362(a) commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Bankruptcy CodeBorrower at the rate provided for in the respective documentation, would become duewhether or not a claim for post-petition interest is allowed in any such proceeding) and liabilities of such Pledgor (as obligor or guarantor, as owing by the case may be) Borrower to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitation, in the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it its Subsidiaries Guaranty in respect of the obligations under any Secured Hedging Agreement) Agreements), and the due performance and compliance by such Pledgor the Borrower with all of the terms of terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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; (viv) all amounts paid by any Secured Creditor Indemnified Person as to which such Secured Creditor Indemnified Person has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this AgreementAgreement and shall exclude, notwithstanding anything to the contrary contained in any Credit Document, any Excluded Swap Obligations of such Pledgor.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basis: (i) secure: • the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, fees premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, fees, costs, and indemnities (including in each case, without limitation, all interest thereonthat accrues after the commencement of 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 respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreementits Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) ; • the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, in each case, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it of the obligations under any Secured its Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement) and the due performance and compliance by , whether such Pledgor with the terms of each such Secured Interest Rate Protection Agreement or Other Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether is now existing in existence or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (iiiii) being herein collectively called the “Senior Note Other Obligations”); (iv) ; • any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) ; • in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) 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 (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.. • DEFINITIONS. • Reference to singular terms shall include the plural and vice versa. • The following capitalized terms used herein shall have the definitions specified below:

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues on or after the commencement of 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 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, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the with, each Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranties) and the due performance and compliance by such Pledgor with all of the terms of terms, conditions and agreements contained in each such Credit Document (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but without limitation, all interest that accrues on or after the commencement of 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 automatic stay under Section 362(arespective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether Creditors now existing or hereafter incurred under, arising out of or in connection with any each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitationin the case of a Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it the Subsidiaries Guaranty in respect of the obligations under any each Secured Hedging Agreement) Agreements), and the due performance and compliance by such Pledgor with all of the terms of terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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; (viv) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by secures, in the case of each Pledgor in favor of the Pledgee for the benefit of the Lender CreditorsGrantor, the Other Creditorspayment of all Obligations of such Grantor now or hereafter existing under the Loan Documents, the Senior Noteholderswhether direct or indirect, absolute or contingent, and any trusteewhether for principal, agent reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or other similar representative of any otherwise (all such creditors or holders (collectively, together with the Pledgee, Obligations being the “Secured CreditorsObligations”). 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 secure on an equal extend the obligations and ratable basis: (i) indebtedness secured by the full security interests and prompt payment when due (whether at pledges created and affected by the stated maturityOriginal Security Documents, by acceleration or otherwise) of all obligations (including obligations whichin each case, but for the automatic stay under Section 362(a) of the Bankruptcy Codeexcept as specifically provided herein, would become due) and liabilities (including, without limitation, indemnitiesin the last paragraph of Section 1, fees 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 thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower pledge granted pursuant to the Lender CreditorsOriginal Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, whether now existing or hereafter incurred underthis Agreement shall, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (except as specifically provided herein, including, without limitation, all such obligations in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and liabilities continuation of such Pledgor 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 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 Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, Loan Documents but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor fact that they are unenforceable or guarantor, as the case may be) not allowable due to the Other Creditorsexistence of a bankruptcy, whether now existing reorganization or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time similar proceeding involving a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this AgreementLoan Party.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, fees premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, fees, costs, and indemnities (including in each case, without limitation, all interest thereonthat accrues after the commencement of 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 respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreementits Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, in each case, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it of the obligations under any Secured its Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement) , whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by such Pledgor with all of the terms of each such Secured Hedging Agreement terms, conditions and agreements contained therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) 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 (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor 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, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the with, each Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of applicable terms, conditions and agreements contained in each such Credit Document (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the automatic stay under Section 362(arespective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any with, each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitationin the case of a Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it the Subsidiaries Guaranty in respect of the obligations under any each Secured Hedging Agreement) Agreements), and the due performance and compliance by such Pledgor with all of the terms of terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities, fees and interest thereon) of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Senior NoteholdersInitial Additional First Lien Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which any Initial Additional First Lien Document, whether such Pledgor Initial Additional First Lien Document is at any time a party now in existence or hereafter arising (including, without limitation, in the case of a Pledgor that provides a guaranty in respect of the Initial Additional First Lien Obligations, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Senior Note Indenture or any such guaranty by it in respect of the obligations under the Senior Note Indenture) Initial Additional First Lien Obligations), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document the Initial Additional First Lien Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iii) being herein collectively called the “Senior Note Initial Additional First Lien Obligations”); (iv) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) owing by such Pledgor to the Other Additional First Lien Creditors, now existing or hereafter incurred under, arising out of or in connection with any Additional First Lien Document, whether such Additional First Lien Document is now in existence or hereinafter arising (including, without limitation, in the case of a Pledgor that provides a guaranty in respect of such Other Additional First Lien Obligations, all obligations, liabilities and indebtedness of such Pledgor under such guaranty in respect of such Other Additional First Lien Obligations), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Additional First Lien Document, in each case, solely to the extent that such obligations have been designated as Other Additional First Lien Obligations pursuant to and in accordance with the Security Agreement (all such obligations, liabilities and indebtedness under this clause (iv) being herein collectively called the “Other Additional First Lien Obligations”); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vvi) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i), (ii), (iii) through and (iv) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (vivii) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vivii) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each ------------------------ Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “respective Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (ia) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Credit Facility Creditors, whether now existing or hereafter incurred underincurred, arising out of of, or in connection with the Credit Agreement and all the other Credit Loan Documents to which it the Borrower is at any time a party (including, without limitationin the case of each Guarantor, all such obligations and liabilities of such Pledgor Guaranteed Credit Facility Obligations with respect thereto under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit this Agreement) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents (the "Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Facility Obligations”");; --------------------------- (iib) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including obligations whichincluding, but for the automatic stay under Section 362(awithout limitation, indemnities, fees and interest thereon) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) Borrower to the Other IRL Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with any Secured Hedging Agreement the IRL Agreement, the other IRL Loan Documents to which the Borrower is a party (including, without limitationin the case of each Guarantor, all such obligations and liabilities of such Pledgor Guaranteed IRL Obligations with respect thereto under any guaranty by it of the obligations under any Secured Hedging this Agreement) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the IRL Agreement and such Secured Hedging Agreement other IRL Loan Documents (all such obligations and liabilities under this clause but in any event excluding Exchange Notes as defined in the IRL Agreement) (ii) being herein collectively called the “Other "IRL --- Obligations”");; ----------- (iiic) to the extent any Additional Debt Designation is executed by the Borrower and delivered to the Collateral Agent, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) and indebtedness of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) Borrower to the Senior NoteholdersAdditional Debt Creditors, whether now existing or hereafter incurred underincurred, arising out of of, or in connection with the Senior Note Additional Debt Documents to the extent permitted by the Credit Agreement to which such Pledgor the Borrower is at any time a party party, (including, without limitationin the case of each Guarantor, all Additional Debt Obligations with respect thereto, if any, under this Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements, contained in the Additional Debt Documents (the "Additional ---------- Debt Obligations"); ---------------- (d) to the extent any Other Debt Designation is executed by the Borrower and delivered to the Collateral Agent, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Borrower to the Other Creditors under, or with respect to any Interest Rate Protection Agreement, Other Hedging Agreement with the Other Creditors or Other Debt Documents (including, in the case of each Guarantor, all Guaranteed Other Obligations with respect thereto, if any, under this Agreement), whether such Pledgor under Interest Rate Protection Agreement with the Senior Note Indenture Other Creditors, Other Hedging Agreement with the Other Creditors or any guaranty by it of the obligations under the Senior Note Indenture) Other Debt Documents are is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document the Other Debt Obligations (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note "Other Debt Obligations”"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.----------------------

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, premium, interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest thereonthat accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreementproceeding) and the due performance and compliance owing by such Pledgor to the Other Creditors under, or with the terms of each such Secured respect to, any Interest Rate Protection Agreement or Other Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as in the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such each Pledgor that is at any time a party (including, without limitationSubsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Senior Note Indenture Subsidiaries Guaranty), whether such Interest Rate Protection Agreement or any guaranty by it of the obligations under the Senior Note Indenture) 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 on its part contained in each such Senior Note Document therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, including all such obligations obligations, liabilities and liabilities of indebtedness under the Subsidiary Guaranty to the extent that such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indentureis a party thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each the Credit Agreement and in such Senior Note Document other Credit Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iiii), except to the extent guaranteeing obligations of the Borrower under Interest Rate Agreements, being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Interest Rate Creditors, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Agreements, whether such Interest Rate Agreement is now in existence or hereinafter arising, including, in the case of Pledgors other than the Borrower, all obligations, liabilities and indebtedness under the Subsidiary Guaranty (as applicable), in each case, in respect of the Interest Rate Agreements (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Senior Note "Interest Rate Obligations”"); (iviii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or and/or preserve its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement or any payment default under any Interest Rate Agreements and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such timeObligations) 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 (viv) all amounts paid by any Secured Creditor as Indemnitee to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; . all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee ------------------------ for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Parties to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Loan Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each the Credit Agreement and such Senior Note Document other Loan Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iiii) being herein collectively called the “Senior Note "Credit Agreement Obligations”"); (ivii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Hedging Exchangers, now existing or hereafter incurred under, arising out of or in connection with any Hedging Agreement, whether such Hedging Agreement is now in existence or hereinafter arising, and the due performance and compliance with the terms, conditions and agreements of each such Hedging Agreement by such Pledgor and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Hedging Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or and/or preserve its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (ai) any “Event of Default” at any time prior to the repayment in full of all Credit Agreement Obligations and the termination of all Commitments, any Event of Default under, and as defined in, any of the Credit Agreement and (ii) at any time after the Senior Note Documentsrepayment in full of all Credit Agreement Obligations and the termination of all Commitments, any payment default under any Hedging Agreement and (b) shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as defined below)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as Indemnitee to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; . all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Subsidiary Guarantor, all such obligations and liabilities indebtedness of such Pledgor Subsidiary Guarantor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to (including by reason of such Pledgor's guaranty under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after by the expiration of Borrower under any applicable grace period) Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations secured hereunder at such time(as hereinafter defined) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee ------------------------ for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Parties to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Loan Documents to which such Pledgor is at any time a party (including, without limitation, including all such obligations obligations, liabilities and liabilities of such Pledgor indebtedness under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note IndentureSubsidiary Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in the Credit Agreement and such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent guaranteeing obligations of the Borrowers under Hedging Agreements, being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Hedging Exchangers, now existing or hereafter incurred under, arising out of or in connection with any Hedging Agreement, whether such Hedging Agreement is now in existence or hereinafter arising, and the due performance and compliance with the terms, conditions and agreements of each such Hedging Agreement by such Pledgor including, all obligations, liabilities and indebtedness under the Subsidiary Guaranty, in each case, in respect of the Hedging Agreements, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Senior Note Document Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iiiii) being herein collectively called the “Senior Note "Hedging Obligations”"); (iviii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or and/or preserve its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (ai) any “Event of Default” at any time prior to the repayment in full of all Credit Agreement Obligations and the termination of all Commitments, any Event of Default under, and as defined in, any of the Credit Agreement and (ii) at any time after the Senior Note Documentsrepayment in full of all Credit Agreement Obligations and the termination of all Commitments, any payment default under any Hedging Agreement and (b) shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as defined below)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as Indemnitee to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; . all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents any Loan Document to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Loan Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit "Loan Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantorPledgor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitationin the case of the Pledgors other than the Borrower, all such obligations and liabilities of such Pledgor under any guaranty by it Article X of the obligations under any Secured Credit Agreement or the Subsidiary Guaranty, as the case may be, in respect of Interest Rate Protection Agreements or Other Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “"Other Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the CollateralCollateral ; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Secured Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the DIP Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each the DIP Credit Agreement and in such Senior Note Document other Credit Documents (all such obligations and liabilities under this clause (iiii) being herein collectively called the “Senior Note "Credit Document Obligations”"); (ivii) 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; (viii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viiv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantorPledgor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty or any Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) Document and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantorPledgor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Interest Rate Agreement (including, without limitation, including all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms Subsidiary Guaranty in respect of each such Secured Hedging Agreement Interest Rate Agreements (all such obligations and liabilities indebtedness under this clause (ii) being herein collectively called the “Other "Interest Rate Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;Collateral (as hereinafter defined); and (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (under any Secured Interest Rate Agreement after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Guarantor, all such obligations and liabilities indebtedness of such Pledgor Guarantor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreementits Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each such terms, conditions and agreements contained in the Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to (including by reason of such Pledgor's Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) any and all sums advanced by the Pledgee in accordance herewith in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after by the expiration of Borrower under any applicable grace period) on any of the Obligations secured hereunder at such time) Interest Rate Protection Agreement or Other Hedging Agreement shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the CollateralCollateral in accordance herewith, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender CreditorsPledgor, whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, including all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementBorrowers/ Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms and conditions of each such Credit Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements entitled to the benefits of this Agreement, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsPledgor, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Interest Rate Protection Agreement with any Other Creditor (including, without limitation, including all such obligations and liabilities of such Pledgor under any guaranty by it the Borrowers/ Subsidiaries Guaranty in respect of the obligations under any Secured Hedging Agreementsuch Interest Rate Protection Agreements) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “"Other Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement, or any payment default by any Borrower under any Interest Rate Protection Agreement with any Other Creditor and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such the Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it the Pledgor is at any time a party (includingparty, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such the Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) being herein collectively called the “"Credit Document Agreement Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but for the automatic stay under Section 362(awithout limitation, indemnities, fees and interest thereon) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) owing to the Other Interest Rate Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Interest Rate Agreement, whether such Interest Rate Agreement (includingis now in existence or hereinafter arising, without limitationand the due performance and compliance with the terms, all conditions and agreements of each such obligations and liabilities of such Pledgor under any guaranty Interest Rate Agreement by it of the obligations under any Secured Hedging Agreement) Pledgor, and the due performance and compliance by such the Pledgor with all of the terms of terms, conditions and agreements contained in each such Secured Hedging Interest Rate Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other "Interest Rate Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or and/or preserve its security interest in the Collateraltherein; (viv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of any indebtednessthis Agreement, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement or any payment default under any Interest Rate Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as defined below)) shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as Indemnitee to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; . all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor 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, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreementits Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but without limitation, indemnities, fees and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the automatic stay under Section 362(arespective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether Creditors now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising (including, without limitationin the case of a Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it its Guaranty in respect of the obligations under any Secured Interest Rate Protection Agreements and Other Hedging Agreement) Agreements), and the due performance and compliance by such Pledgor with all of the terms of terms, conditions and agreements contained in each such Secured Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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; (viv) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement secures, and the Pledged Collateral is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditorscollateral security for, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) of all obligations otherwise (including obligations which, the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due11 U.S.C. §362(a)), of, (a) with respect to the Borrower and the Swap Obligors, all obligations and liabilities (including, without limitation, indemnities, fees of every nature of the Borrower and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether any Swap Obligor now existing or hereafter incurred under, existing under or arising out of or in connection with the Credit Agreement and all the other Credit Documents Loan Documents, any Lender Swap Contracts and the Senior Note Obligations; and (b) with respect to which it is at any time a party (including, without limitationeach Subsidiary Pledgor and Additional Pledgor, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it every nature of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether Subsidiary Pledgors now existing or hereafter incurred under, arising out of existing under or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations Guaranty and liabilities of such Pledgor under the Senior Note Indenture Obligations, in each case together with all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to any Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Swap Contracts, premiums, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any guaranty by it 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 the Secured Party or any Beneficiary as a preference, fraudulent transfer or otherwise, and all obligations of every nature of the obligations Pledgors now or hereafter existing under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document this Agreement (all such obligations and liabilities under this clause (iii) of the Pledgors being herein collectively called the “Senior Note Secured Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, fees premium, interest, reimbursement obligations under Letters of Credit, fees, costs and indemnities (including, without limitation, all interest thereonthat accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such each Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Assignor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if Guaranty to which it is a party thereto) and under any guaranty by it of the obligations under the Credit Agreementparty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by the Guaranty to which it of the obligations under any Secured is a party), each Interest Rate Protection Agreement or Other Hedging Agreement) , whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms of each such Secured Hedging Agreement terms, conditions and agreements contained therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (ii) being herein collectively called the “"Other Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indentureproceeding) and the due performance and compliance owing by such Pledgor to the Treasury Service Creditors with all of the termsrespect to Treasury Services, conditions and agreements on its part contained whether such Treasury Services are now in existence or hereafter arising in each such Senior Note Document case pursuant to any Treasury Services Agreement (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (iii) being herein collectively called the “Senior Note "Treasury Service Obligations”"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Assignor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and; (vi) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vivii) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) indebtedness and liabilities (including, without limitation, indemnities, fees and interest thereonthereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action)) of such each Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor which is a Subsidiary Guarantor, all such obligations obligations, indebtedness and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, indebtedness and liabilities under this clause (i) ), except to the extent consisting of obligations, indebtedness or liabilities with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) indebtedness and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations and liabilities of case, proceeding or other action) owing by such Pledgor under any guaranty to the Other Creditors under, or with respect to (including, in the case of each Pledgor which is a Subsidiary Guarantor, by it reason of the obligations under Subsidiaries Guaranty), any Secured Interest Rate Protection Agreement or Other Hedging Agreement) , whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms of each such Secured Hedging Agreement terms, conditions and agreements contained therein (all such obligations obligations, indebtedness and liabilities under described in this clause (ii) being herein collectively called the “"Other Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnities, fees and interest thereonthereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action)) owing by such Pledgor to the Additional First Lien Creditors under, or with respect to, the Additional First Lien Debt Documents (all such obligations, liabilities and indebtedness under this clause (iii) being herein collectively called the "Additional First Lien Debt Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action)) of such Pledgor (as obligor or guarantor, as the case may be) owing to the Senior NoteholdersSecond Lien Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Senior Secured Notes and the other Senior Secured Note Documents to which such Pledgor is at any time a party (including, without limitation, including all such obligations obligations, indebtedness and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the constituting a Senior Secured Note IndentureDocument) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each the Senior Secured Notes and in such other Senior Secured Note Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iiiiv) being herein collectively called the “Senior Note "Second Lien Obligations”"); (ivv) 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; (vvi) 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) through (iv) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (vivii) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vivii) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the any Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitation, including all such obligations and liabilities of indebtedness under any Guaranty to which such Pledgor under the Credit Agreement (if is a party thereto) and under any guaranty by it of the obligations under the Credit Agreementparty) and the due performance and compliance by such Pledgor with the terms of terms, conditions and agreements contained in each such Credit Document (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) owing to the Senior NoteholdersOther Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Pledgor Interest Rate Protection Agreement or Other Hedging Agreement is at any time a party (now in existence or hereafter arising, including, without limitationin the case of each Subsidiary Guarantor, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) its respective Guaranty, in each case, in respect of Interest Rate Protection Agreements or Other Hedging Agreements, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document Interest Rate Protection Agreement or Other Hedging Agreement (all such obligations and liabilities indebtedness under this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the CollateralCollateral (as hereinafter defined); (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as Indemnitee to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” "; it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. This Security Agreement secures the prompt and complete (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy CodeGrantors to the Lender now or hereafter existing under this Security Agreement, would become due) the Notes and liabilities 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, indemnities, fees and interest thereon) the payment of such Pledgor the Revenue Share (as obligor 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 guarantorotherwise, are hereinafter collectively referred to as the case may be) and each Borrower “Obligations.” Upon repayment in full of all of the Obligations other than the Obligations relating to the Lender CreditorsRevenue Share under the May Purchase Agreement, whether now existing or hereafter incurred under, arising out of or in connection with the Credit June Purchase Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit September Purchase Agreement (if a party thereto) and under any guaranty by it such Obligations, the “Revenue Share Obligations”)), or conversion of 100% of the obligations under outstanding Notes into common stock of the Credit Agreement) 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 due performance and compliance by Pledged Collateral necessary to amend or modify such Pledgor with UCC Financing Statements to remove from the terms of each such Credit Document (Pledged Collateral all such obligations and liabilities under this clause Pledged Collateral other than (i) being herein collectively called the equity interests of the Grantors in CH Revenue Share Lease HoldCo LLC, a Delaware limited liability company (“Credit Document ObligationsLease 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 and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy CodeObligations including the Revenue Share Obligations, would become duethe 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 liabilities 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 Pledgor (as obligor or guarantorUCC Terminations); provided, as that if such UCC Terminations are not executed by the case may be) Lender and delivered to the Other CreditorsCompany within such five-day period, whether now existing or hereafter incurred underthe Company shall be entitled to prepare, arising out execute and file same. For purposes of or clarity, in connection with any Secured Hedging Agreement (includingcircumstances where all amounts payable under the Notes, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees principal thereunder and interest thereon, have been paid by the Company (or converted into common stock or preferred stock of the Company), (a) of such Pledgor (as obligor or guarantor, as the case may be) pledge and grant by the Grantors to the Senior Noteholders, whether now existing or hereafter incurred under, arising out Lender of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Pledged Collateral; (v) in , other than the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this AgreementRevenue Share Collateral, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documentsbe terminated, and (b) any 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 default (after the expiration of any applicable grace period) on any obligations of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together Grantors with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject respect to the provisions of following clause (b), being herein collectively called Revenue Share Obligations and the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit obligations of the type described above, whether outstanding on Grantors under this Security Agreement and the date of this Agreement or extended from time to time after the date of this Agreementother Transactions Documents.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee Grantor for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (ia) the full and prompt payment and performance when due (due, whether at the stated maturity, by acceleration or otherwise) , of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) Grantor to the Other Bank Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all Loan Document to which such obligations Grantor is a party or its property is subject and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor Grantor with the terms of each such Secured Hedging Agreement Loan Document to which such Grantor is a party or its property is subject (all such obligations and liabilities under this clause the “Loan Document Obligations”), (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) Grantor to the Senior NoteholdersInterest Rate Protection Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which Interest Rate Protection Agreements, including all obligations of such Pledgor is at Grantor under any time a party Guaranty in respect of the Interest Rate Protection Agreements (includingthe “Interest Rate Protection Obligations”) and (iii) all obligations (including obligations which, without limitationbut for the automatic stay under Section 362(a) of the Bankruptcy Code, all such obligations would become due) and liabilities of such Pledgor under Grantor to the Senior Note Indenture Nexstar Creditors, now existing and hereafter incurred under, arising out of or any guaranty by it of in connection with the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document Nexstar Guaranty (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Nexstar Guaranty Obligations”); (ivb) any and all sums advanced by the Pledgee Collateral Agent in order to preserve the Security Agreement Collateral (as hereinafter defined) or preserve its security interest in the Security Agreement Collateral; (vc) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (ia) through and (ivb) above after above, so long as an Event of Default (such term, as used in this AgreementAgreement shall in any event include, shall mean (a) any “Event of Default” at any time underwithout limitation, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on of any of the Obligations secured hereunder at such time(as defined below) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Pledged Collateral, or of any exercise by the Pledgee Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vid) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 Article IX of this Agreement; ; (e) all such obligations, liabilities, sums and expenses set forth in clauses (ia) through (vid) of this Section 1, subject to the provisions of following clause (b), 2.2 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” Obligations shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

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

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor 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, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indentureits Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its part Guaranty in respect of the Interest Rate Protection Agreements and Other Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Senior Note Document Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); provided that if the aggregate notional amount of all then outstanding Interest Rate Protection Agreements and Other Hedging Agreements would exceed the Maximum Hedging Obligations Notional Amount, then amounts owing with respect to such excess shall not constitute Other Obligations hereunder; provided further that, if at the time of the entering into of any Interest Rate Protection Agreement or Other Hedging Agreement the respective Other Creditors obtained an officer's certificate of the Borrower or a representation by the Borrower that the aggregate notional amount thereof when added to the aggregate notional amount of all other then outstanding Interest Rate Protection Agreements and Other Hedging Agreements which constitute Other Obligations hereunder, shall not or would not exceed the Maximum Hedging Obligations Notional Amount, then such Interest Rate Protection Agreement or Other Hedging Agreement, as the case may be, (and all obligations thereunder as described above) shall constitute Other Obligations for all purposes hereof notwithstanding the fact that the Maximum Hedging Obligations Notional Amount has actually been exceeded; (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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; (viv) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Parties to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturityInterest Rate Protection Agreements, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “"Credit Document Agreement Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such the Pledgor (as obligor or guarantor, as the case may be) pursuant to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it the Pledgor of any Interest Rate Protection Agreement entered into by the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement Borrower (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other "Interest Rate Protection Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums reasonably advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;Collateral (as hereinafter defined); and (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement and the Senior Note Documentsshall in any event include, and (b) without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retakingre-taking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through - (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement".

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor 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, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the with, each Credit Agreement and all other Credit Documents Document to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of applicable terms, conditions and agreements contained in each such Credit Document (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the automatic stay under Section 362(arespective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any with, each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitationin the case of a Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it the Subsidiaries Guaranty in respect of the obligations under any each Secured Hedging Agreement) Agreements), and the due performance and compliance by such Pledgor with all of the terms of terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitation, including all such obligations and liabilities indebtedness of such Pledgor under the Credit Agreement (if each Guaranty to which it is a party thereto) and under any guaranty by it of the obligations under the Credit Agreementparty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred Creditors under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations respect to (including obligations which, but for the automatic stay under Section 362(a) by reason of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents any Guaranty to which such Pledgor is at a party), any time a party (includingInterest Rate Protection Agreement or Other Hedging Agreement, without limitationwhether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after by the expiration US Borrower or any of its Subsidiaries under any applicable grace period) Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement secures, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing under the Loan Documents, the payment of all Obligations of the Borrower or the Hedge Subsidiaries now or hereafter existing under the Secured Hedge Agreements and the payment of all Obligations of the Borrower or its Subsidiaries under Operating Indebtedness Agreements, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the "Secured Obligations"). (b) Notwithstanding anything to the contrary set forth herein, and with respect to the Grantors on the one hand, and the Lender Parties, the Operating Lenders and the Hedge Banks on the other, or in the Intercreditor Agreement, it is made understood and agreed by each Pledgor the parties hereto and by any Hedge Bank or Operating Lender seeking to enforce this Agreement or to otherwise obtain any benefit under this Agreement that (i) any such Hedge Bank or Operating Lender shall be bound by all of the provisions of this Agreement, (ii) the Secured Obligations hereunder in favor of the Pledgee Collateral Agent for the benefit of the Lender CreditorsParties, the Other Creditors, Secured Obligations in favor of the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but Collateral Agent for the automatic stay under Section 362(a) benefit of the Bankruptcy Code, would become due) Operating Lenders and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or Secured Obligations hereunder in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it favor of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but Collateral Agent for the automatic stay under Section 362(a) benefit of the Bankruptcy CodeHedge Banks are separate, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) no claim shall be made hereunder by the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) Collateral Agent on behalf of all obligations (including obligations which, but for the automatic stay under Section 362(a) any Lender Party against any of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) Collateral solely as a result of such Pledgor (as obligor or guarantor, as a claim hereunder by the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out Collateral Agent on behalf of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture Hedge Bank or any guaranty Operating Lender, and no claim shall be made hereunder by it the Collateral Agent on behalf of any Hedge Bank or any Operating Lender against any of the obligations under Collateral solely as a result of a claim hereunder by the Senior Note Indenture) and the due performance and compliance by such Pledgor with all Collateral Agent on behalf of the termsany Lender Party, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); any other Operating Lender or any other Hedge Bank, (iv) any and all sums advanced by with respect to the Pledgee Secured Obligations incurred in order to preserve favor of the Collateral (as hereinafter defined) Agent for the benefit of the Hedge Banks, this Agreement shall operate in favor of only those Secured Obligations with respect to Lenders or preserve its security interest Affiliates of a Lender which are Hedge Banks prior to the termination of this Agreement with respect to the Loan Parties, and then only with respect to such Secured Obligations incurred under Secured Hedge Agreements in the Collateral; effect prior to such termination and (v) with respect to the Secured Obligations incurred in favor of the event of any proceeding Collateral Agent for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any benefit of the Credit Operating Lenders, this Agreement and the Senior Note Documents, and (b) any payment default (after the expiration shall operate in favor of any applicable grace period) on any only those Secured Obligations with respect to Lenders or Affiliates of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to a Lender which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject are Operating Lenders prior to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date termination of this Agreement or extended from time with respect to time after the date of this AgreementLoan Parties, and then only with respect to such Secured Obligations incurred under Operating Indebtedness Agreements in effect prior to such termination.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to (including by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) 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) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after the expiration of under any applicable grace period) on any of the Obligations secured hereunder at such timeInterest Rate Protection Agreement or Other Hedging Agreement) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; . all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement The security interests and other rights granted pursuant to Section 1 secure, and the Pledged Collateral is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditorssecurity for, the Other Creditorsprompt performance and payment in full in cash when due, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) otherwise of all obligations the following (including obligations whichthe "Secured Obligations"; provided, but however, that to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the applicable parties that the Company received less than a reasonably equivalent value in exchange for the automatic stay Company's incurrence of its obligations under Section 362(a) this Agreement, then and only then the liability of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as Company for the case may be) and each Borrower Secured Obligations is limited in amount to the Lender CreditorsGuaranteed Debt of the Company): (a) any and all Obligations, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”)arising; (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (ivb) any and all sums and the interest which accrues on them which the Company may owe any Secured Party pursuant to any Credit Document on account of any Borrower's failure to keep, observe or perform any covenant under any Credit Document; (c) all present and future debts and obligations under or pursuant to any Credit Document or other document now or in the future governing, evidencing, guaranteeing or securing or otherwise relating to the indebtedness incurred pursuant to the Credit Agreement, and all supplements, amendments, restatements, renewals, extensions, rearrangements, increases, expansions or replacements of them. The Credit Agreement guarantees, among other things, the prompt performance and payment in full of the Secured Obligations. The Secured Obligations include, among other things, (i) a revolving credit facility under which funds may be advanced by the Pledgee in order to preserve Banks, repaid and subsequently readvanced by the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note DocumentsBanks, and (bii) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred a standby and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions commercial letter of credit facility under which Letters of the type described above, whether outstanding on the date of this Agreement or extended Credit may from time to time after be issued. Notwithstanding that the date balance of this Agreementthe revolving line of credit may at certain times be zero and that no Letters of Credit may at certain times be outstanding, the Liens granted hereunder to the Agent shall remain in full force and effect at all times and with 3 the same priority until the payment in full in cash of the Secured Obligations, the termination of the Commitments and the expiration or termination of all outstanding Letters of Credit.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor which is Subsidiary Guarantor, all such obligations and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to (including in the case of each Pledgor which is Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) or any payment default (after by the expiration of Borrower under any applicable grace period) Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations secured hereunder at such time(as hereinafter defined) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor The security interest created hereby in favor the Collateral constitutes continuing collateral security for all of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditorsfollowing, whether now existing or hereafter incurred under(the "Secured Obligations"): (a) In the case of the Borrower, arising out the prompt performance and observance by the Borrower of or in connection with all obligations of the Borrower under the New Credit Agreement, the Working Capital Credit Agreement, the Notes, this Security Agreement and all the other Credit Documents and Working Capital Credit Documents to which it the Borrower is at any time a party party; (b) Subject to clause (c) of Section 27 hereof, in the case of the Guarantors, the prompt performance and observance by such Guarantor of all obligations of such Guarantor under the New Credit Agreement, the Working Capital Credit Agreement, this Security Agreement and the other Credit Documents and Working Capital Credit Documents to which such Guarantor is a party, including, without limitation, its guaranty obligations arising under SECTION 4 of the New Credit Agreement and SECTION 4 of the Working Capital Credit Agreement; and (c) Subject to clause (c) of Section 27 hereof, all such other indebtedness, liabilities, obligations and liabilities expenses of such Pledgor under any kind or nature owing from any Credit Party to any Lender or the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor Agent in connection with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “this Security Agreement or any other Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsWorking Capital Credit Document, whether now existing or hereafter incurred underarising, arising out of due or in connection to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, together with any Secured Hedging Agreement (includingand all modifications, without limitationextensions, all such obligations and liabilities renewals and/or substitutions of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause foregoing, (ii) being herein collectively called collecting and enforcing the “Other Obligations”); Credit Party Obligations and (iii) the full all liabilities and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay owing from such Credit Party to any Lender arising under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this AgreementHedging Agreements.

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Pledgee to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or early redemption or otherwise) of all obligations present and future obligations, liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become duewhether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities, fees and interest thereon) of such the Borrower and/or the Pledgor (as obligor or guarantor, as the case may be) and each Borrower and/or any other party to the Lender CreditorsInvestment Agreements owing to the Pledgee, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit with, each Secured Debt Agreement and all other Credit Documents (as hereinafter defined) to which it the Borrower and/or the Pledgor and/or any other party to the Investment Agreements is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”)party; (ii) the full and prompt payment when due (whether at performance by the stated maturity, by acceleration or otherwise) Borrower and/or the Pledgor and/or any other party to the Investment Agreements of all present and future obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) pursuant to the Other CreditorsInvestment Agreements owing to the Senior Lender and/or the Junior Investor, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, including without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it in the case of the obligations under any Secured Hedging Agreement) and Junior Investor, the due performance and compliance by such the Pledgor with of its redemption obligation pursuant to the terms of each such Secured Hedging Agreement the Preferred Shares and the performance by ▇▇. ▇▇▇▇ of his obligation upon the exercise of the Put Option (all such obligations and liabilities under this clause (iias defined in the Junior Investment Agreement) being herein collectively called by the “Other Obligations”)Junior Investor; (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of the Borrower and/or the Pledgor referred to in clauses clause (i) through (iv) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) all amounts paid by any Secured Creditor Indemnitee as to which such Secured Creditor Indemnitee has the right to reimbursement under Section 11 12 of this Agreement; , all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Bank Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, including without limitationlimitation (x) in the case of the Borrower, all such obligations and liabilities indebtedness of such Pledgor the Borrower under the Credit Agreement and (if a party theretoy) in the case of each other Pledgor, all such obligations and under any guaranty by it of the obligations indebtedness under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document therein (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the CollateralCollateral (to the extent provided for in the Credit Documents); (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (as such term, as used term is defined in this the Security Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) 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 . All such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement secures, and the Collateral is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditorscollateral security for, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment or performance in full when due (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) of all obligations otherwise (including obligations which, the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) 11 U.S.C. ss.362(a)), of all obligations and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether every nature of Grantor now existing or hereafter incurred under, existing under or arising out of or of, in connection with with, or related to the Credit Agreement and all the other Credit Documents and all extensions or renewals thereof, whether for principal, interest (including without limitation interest, fees (including without limitation attorneys' fees), expenses, costs or any other amount or claim that, but for the filing of a petition in bankruptcy with respect to which it is at Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, 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 time a party (including, without limitation, all portion of such obligations and or liabilities that are paid, to the extent all or any part of such Pledgor under payment is avoided or recovered directly or indirectly from Secured Party, the Credit Agreement (if Issuing Bank or any Lender as a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document 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 clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) of Grantor, together with the Underlying Debt, being herein collectively called the “Other Obligations”"SECURED OBLIGATIONS");. (iiib) It is the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) parties' desire through this Agreement to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with cover all of the termspersonal property of the Borrower to the maximum extent permitted by law, conditions including the provisions of Revised Article 9 as presently existing or as hereafter adopted or modified. Nothing herein shall reduce or diminish any rights that the Lenders or the Secured Party had under the Prior Security Agreement. Without limiting the generality of the foregoing, to the extent that any terms of the Prior Security Agreement grant any additional or greater rights to the Lenders and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used Secured Party than those provided in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any such terms of the Credit Prior Security Agreement shall survive and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise are hereby incorporated by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured Creditor reference as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses if set forth in clauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreementfull herein.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities indebtedness (including, without limitation, indemnities, fees Fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations and liabilities under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of owing by such Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsCreditors under, or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now existing in existence or hereafter incurred underarising, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each therein, but only if such Senior Note Document Interest Rate Protection Agreement or Other Hedging Agreement constitutes a Guaranteed Obligation of the Borrower (all such obligations and liabilities under described in this clause (iiiii) being herein collectively called the “Senior Note "Other Obligations”"); (iviii) 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; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) through and (iviii) above above, after an Event of Default (such term, as used in this Agreement, shall which term to mean (a) and include any “Event of Default” at any time Default under, and as defined in, any of the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and the Senior Note Documentsshall, and (b) in any event, include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time(as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each the Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations for fees, costs and indemnities, fees and interest thereon) of such the Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Loan Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such the Pledgor with all of the terms of each such terms, conditions and agreements contained in the Credit Document Agreement and in the other Loan Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations or indebtedness with respect to the Applicable Hedging Agreements being herein collectively collectively, called the “Credit "Loan Document Obligations”"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations obligations, liabilities and indebtedness (including obligations whichincluding, but for without limitation, all interest that accrues after the automatic stay under Section 362(a) commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Bankruptcy CodePledgor at the rate provided for in the respective documentation, would become duewhether or not a claim for post-petition interest is allowed in any such proceeding) and liabilities of such owing by the Pledgor (as obligor or guarantor, as the case may be) to the Other CreditorsHedge Counterparties, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Applicable Hedging Agreement, whether such Applicable Hedging Agreement (includingis now in existence or hereinafter arising, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such the Pledgor with all of the terms of terms, conditions and agreements contained in each such Secured Applicable Hedging Agreement (all such obligations obligations, liabilities and liabilities indebtedness under this clause (ii) being herein collectively called the “Other "Hedging Obligations”"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;; and (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor referred to in clauses (i) through (iviii) above above, after an a Designated Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (viiv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “"Obligations,” ", it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

Security for Obligations. (a) This Agreement is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), Creditors to secure on an equal and ratable basissecure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities indebtedness (including, without limitation, indemnitiesprincipal, fees premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, fees, costs, and indemnities (including in each case, without limitation, all interest thereonthat accrues after the commencement of 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 respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of of, or in connection with with, the Credit Agreement and all the other Credit Documents to which it such Pledgor is at any time a party (including, without limitationin the case of each Pledgor that is a Subsidiary Guarantor, all such obligations obligations, liabilities and liabilities indebtedness of such Pledgor under the Credit Agreement (if a party thereto) and under any guaranty by it of the obligations under the Credit AgreementSubsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms of each terms, conditions and agreements contained in the Credit Agreement and in such other Credit Document Documents (all such obligations obligations, liabilities and liabilities indebtedness under this clause (i) ), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations whichobligations, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) liabilities and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement indebtedness (including, in each case, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such obligations proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and liabilities indebtedness of such Pledgor under any guaranty by it of the obligations under any Secured Subsidiaries Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement) , whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by such Pledgor with all of the terms of each such Secured Hedging Agreement terms, conditions and agreements contained therein (all such obligations obligations, liabilities and liabilities under indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (viv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, obligations or liabilities of such Pledgor referred to in clauses (i) through and (ivii) above above, after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing 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 (viv) 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 (viv) of this Section 1, subject to the provisions of following clause (b), 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.