Common use of Certain Provisions Concerning Securities Collateral Clause in Contracts

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

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

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 16 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 17 16 SECTION 5.3. DEFAULTS, ETC 17 ETC. 18 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 18 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 18 SECTION 6.2. PROTECTION OF COLLATERAL AGENT'S SECURITY 18 SECTION 6.3. AFTER-ACQUIRED PROPERTY 19 SECTION 6.4. LITIGATION 19 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES SECTION 7.1. MAINTENANCE OF RECORDS 20 18 SECTION 7.2. LEGEND 20 SECTION 7.36.2. MODIFICATION OF TERMS, ETC 20 ETC. 19 SECTION 7.46.3. COLLECTION 20 ARTICLE VIII TRANSFERS 19 SECTION 8.17.1. TRANSFERS OF PLEDGED COLLATERAL 21 ARTICLE IX REMEDIES 19 SECTION 9.18.1. REMEDIES 21 20 SECTION 9.28.2. NOTICE OF SALE 22 21 SECTION 9.38.3. WAIVER OF NOTICE AND CLAIMS 23 22 SECTION 9.48.4. CERTAIN SALES OF PLEDGED COLLATERAL 23 22 SECTION 9.58.5. NO WAIVER; CUMULATIVE REMEDIES 24 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 25 SECTION 9.7. ACCESS TO PREMISES 25 ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS SECTION 10.19.1. APPLICATION OF PROCEEDS 25 ii ARTICLE XI MISCELLANEOUS 24 SECTION 11.110.1. CONCERNING COLLATERAL ADMINISTRATIVE AGENT 25 24 SECTION 11.210.2. COLLATERAL ADMINISTRATIVE AGENT MAY PERFORM; COLLATERAL ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT 27 26 SECTION 11.310.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 28 26 SECTION 11.410.4. TERMINATION; RELEASE 29 27 SECTION 11.510.5. MODIFICATION IN WRITING 29 27 SECTION 11.610.6. NOTICES 29 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 29 SECTION 11.8. SEVERABILITY OF PROVISIONS 30 SECTION 11.9. EXECUTION IN COUNTERPARTS 30 SECTION 11.10. BUSINESS DAYS 30 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 30 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 30 SECTION 11.13. NO RELEASE 31 SECTION 11.14. OBLIGATIONS ABSOLUTE 31 SECTION 11.15. INTERCREDITOR AGREEMENT 31 SIGNATURES S-1 EXHIBIT 1 Form of Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Armored Car Control Agreement Letter EXHIBIT 10 Form of Bailee's Letter This SECURITY AGREEMENT dated as of February 14, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the "Issuers" and each individually, a "Issuer"), and the Guarantors from time to time party hereto (the "Guarantors"), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as indenture trustee pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the "Collateral Agent").27

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 16 Pledge of Additional Securities Collateral 20 SECTION 5.2. VOTING RIGHTSVoting Rights; DISTRIBUTIONS; ETCDistributions, etc. 17 20 SECTION 5.3. DEFAULTSDefaults, ETC 17 etc. 21 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 18 Certain Agreements of Pledgors as Issuers and Holders of Equity Interests 22 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 18 Grant of Intellectual Property License 22 SECTION 6.2. PROTECTION OF COLLATERAL AGENT'S SECURITY 18 [Reserved.] 23 SECTION 6.3. AFTERAfter-ACQUIRED PROPERTY 19 Acquired Property 23 SECTION 6.4. LITIGATION 19 Litigation 23 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES SECTION 7.1. MAINTENANCE OF RECORDS 20 Maintenance of Records 24 SECTION 7.2. LEGEND 20 SECTION 7.3. MODIFICATION OF TERMS, ETC 20 SECTION 7.4. COLLECTION 20 Legend 24 ARTICLE VIII TRANSFERS CONCERNING ASSIGNMENT OF LEASES AND RENTS SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 21 Present Assignment; License to the Pledgor 24 SECTION 8.2. Collection of Rents by the Collateral Agent 25 SECTION 8.3. Irrevocable Interest 25 SECTION 8.4. Leases Over $100,000 Annual Rent 25 SECTION 8.5. No Assignment 25 SECTION 8.6. Relationship of the Parties 26 ARTICLE IX REMEDIES SECTION 9.1. REMEDIES 21 SECTION 9.2. NOTICE OF SALE 22 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 23 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 23 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 24 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 25 SECTION 9.7. ACCESS TO PREMISES 25 ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS [RESERVED] SECTION 10.1. APPLICATION OF PROCEEDS 25 ii Transfers of Pledged Collateral 26 ARTICLE XI MISCELLANEOUS REMEDIES SECTION 11.1. CONCERNING COLLATERAL AGENT 25 Proceeds to be Turned Over to Administrative Agent. 26 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT Application of Proceeds. 27 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 28 Code and Other Remedies 27 SECTION 11.4. TERMINATION; RELEASE Effect of Securities Laws 29 SECTION 11.5. MODIFICATION IN WRITING 29 SECTION 11.6. NOTICES 29 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 29 SECTION 11.8. SEVERABILITY OF PROVISIONS 30 SECTION 11.9. EXECUTION IN COUNTERPARTS 30 SECTION 11.10. BUSINESS DAYS 30 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 30 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 30 SECTION 11.13. NO RELEASE 31 SECTION 11.14. OBLIGATIONS ABSOLUTE 31 SECTION 11.15. INTERCREDITOR AGREEMENT 31 SIGNATURES S-1 EXHIBIT 1 Form of Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Armored Car Control Agreement Letter EXHIBIT 10 Form of Bailee's Letter This SECURITY AGREEMENT dated as of February 14, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the "Issuers" and each individually, a "Issuer"), and the Guarantors from time to time party hereto (the "Guarantors"), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as indenture trustee pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the "Collateral Agent").Deficiency 29

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 16 Pledge of Additional Securities Collateral 20 SECTION 5.2. VOTING RIGHTSVoting Rights; DISTRIBUTIONS; ETCDistributions, etc. 17 20 SECTION 5.3. DEFAULTSDefaults, ETC 17 etc. 21 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 18 Certain Agreements of Pledgors as Issuers and Holders of Equity Interests 22 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 18 Grant of Intellectual Property License 22 SECTION 6.2. PROTECTION OF COLLATERAL AGENT'S SECURITY 18 [Reserved.] 23 SECTION 6.3. AFTERAfter-ACQUIRED PROPERTY 19 Acquired Property 23 SECTION 6.4. LITIGATION 19 Litigation 23 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES SECTION 7.1. MAINTENANCE OF RECORDS 20 Maintenance of Records 24 SECTION 7.2. LEGEND 20 SECTION 7.3. MODIFICATION OF TERMS, ETC 20 SECTION 7.4. COLLECTION 20 Legend 24 ARTICLE VIII TRANSFERS CONCERNING ASSIGNMENT OF LEASES AND RENTS SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 21 Present Assignment; License to the Pledgor 24 SECTION 8.2. Collection of Rents by the Collateral Agent 25 SECTION 8.3. Irrevocable Interest 25 SECTION 8.4. Leases Over $100,000 Annual Rent 25 SECTION 8.5. No Assignment 25 SECTION 8.6. Relationship of the Parties 26 ARTICLE IX REMEDIES SECTION 9.1. REMEDIES 21 SECTION 9.2. NOTICE OF SALE 22 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 23 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 23 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 24 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 25 SECTION 9.7. ACCESS TO PREMISES 25 ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS [Reserved.] SECTION 10.1. APPLICATION OF PROCEEDS 25 ii Transfers of Pledged Collateral 26 ARTICLE XI MISCELLANEOUS REMEDIES SECTION 11.1. CONCERNING COLLATERAL AGENT 25 Proceeds to be Turned Over to Administrative Agent. 26 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 27 Application of Proceeds. 26 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 28 Code and Other Remedies 27 SECTION 11.4. TERMINATION; RELEASE Effect of Securities Laws 29 SECTION 11.5. MODIFICATION IN WRITING 29 SECTION 11.6. NOTICES 29 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 29 SECTION 11.8. SEVERABILITY OF PROVISIONS 30 SECTION 11.9. EXECUTION IN COUNTERPARTS 30 SECTION 11.10. BUSINESS DAYS 30 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 30 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 30 SECTION 11.13. NO RELEASE 31 SECTION 11.14. OBLIGATIONS ABSOLUTE 31 SECTION 11.15. INTERCREDITOR AGREEMENT 31 SIGNATURES S-1 EXHIBIT 1 Form of Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Armored Car Control Agreement Letter EXHIBIT 10 Form of Bailee's Letter This SECURITY AGREEMENT dated as of February 14, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the "Issuers" and each individually, a "Issuer"), and the Guarantors from time to time party hereto (the "Guarantors"), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as indenture trustee pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the "Collateral Agent").Deficiency 29

Certain Provisions Concerning Securities Collateral. 16 SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 5.1 Pledge of Additional Securities Collateral 16 SECTION 5.25.2 Voting Rights; Distributions; etc. VOTING RIGHTS; DISTRIBUTIONS; ETC16 SECTION 5.3 Organizational Documents 17 SECTION 5.4 Defaults, Etc. 17 SECTION 5.3. DEFAULTS, ETC 17 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 5.5 Certain Agreements of Grantors As Issuers and Holders of Capital Stock 18 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 18 SECTION 6.2. PROTECTION OF COLLATERAL AGENT'S SECURITY 6.1 Grant of License 18 SECTION 6.3. AFTER-ACQUIRED PROPERTY 6.2 Registrations 18 SECTION 6.3 No Violations or Proceedings 19 SECTION 6.4. LITIGATION 6.4 Protection of Collateral Agent’s Security 19 SECTION 6.5 After-Acquired Property 19 SECTION 6.6 Modifications 20 SECTION 6.7 Litigation 20 SECTION 6.8 Third Party Consents 20 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES SECTION 7.1. MAINTENANCE OF RECORDS ACCOUNTS 20 SECTION 7.2. LEGEND 7.1 [Reserved] 20 SECTION 7.37.2 Maintenance of Records 21 SECTION 7.3 Legend 21 SECTION 7.4 Modification of Terms, Etc. MODIFICATION OF TERMS, ETC 20 21 SECTION 7.4. COLLECTION 20 7.5 Collection 21 ARTICLE VIII TRANSFERS SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 21 ARTICLE IX REMEDIES SECTION 9.1. REMEDIES 21 SECTION 9.2. NOTICE OF SALE 22 8.1 Remedies 21 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 8.2 Notice of Sale 23 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 8.3 Waiver of Notice and Claims 23 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 8.4 Certain Sales of Collateral 24 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 8.5 No Waiver; Cumulative Remedies 24 SECTION 8.6 Certain Additional Actions Regarding Intellectual Property 25 SECTION 9.7. ACCESS TO PREMISES 8.7 Application of Proceeds 25 ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS SECTION 10.1. APPLICATION OF PROCEEDS 25 ii ARTICLE XI IX MISCELLANEOUS SECTION 11.1. CONCERNING COLLATERAL AGENT 25 SECTION 11.2. COLLATERAL AGENT MAY PERFORM9.1 Concerning Collateral Agent 25 SECTION 9.2 Collateral Agent May Perform; COLLATERAL AGENT APPOINTED ATTORNEYCollateral Agent Appointed Attorney-INin-FACT Fact 26 SECTION 9.3 Expenses 27 SECTION 11.3. CONTINUING SECURITY INTEREST9.4 Continuing Security Interest; ASSIGNMENT 28 Assignment 27 SECTION 11.4. TERMINATION9.5 Termination; RELEASE 29 SECTION 11.5. MODIFICATION IN WRITING 29 SECTION 11.6. NOTICES 29 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 29 SECTION 11.8. SEVERABILITY OF PROVISIONS 30 SECTION 11.9. EXECUTION IN COUNTERPARTS 30 SECTION 11.10. BUSINESS DAYS 30 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 30 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 30 SECTION 11.13. NO RELEASE 31 SECTION 11.14. OBLIGATIONS ABSOLUTE 31 SECTION 11.15. INTERCREDITOR AGREEMENT 31 SIGNATURES S-1 EXHIBIT 1 Form of Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Armored Car Control Agreement Letter EXHIBIT 10 Form of Bailee's Letter This SECURITY AGREEMENT dated as of February 14, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the "Issuers" and each individually, a "Issuer"), and the Guarantors from time to time party hereto (the "Guarantors"), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as indenture trustee pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the "Collateral Agent").Release 27

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