Common use of Security for Obligations Clause in Contracts

Security for Obligations. This Agreement secures the payment of all of the obligations and liabilities of any kind of the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Pledge Agreement secures is made by each Pledgor to the Agent Bank for the benefit of the Banks to secure: (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 obligations Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Guaranty Agreement and any kind other Loan Document to which such Pledgor is a party and the due performance of and compliance by such Pledgor with the terms of the Xxxxxxx under Guaranty Agreement and each other such Loan Document by such Pledgor (collectively, the "Loan Document Obligations"); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as defined in Section 3.4 hereof) and/or its security interest therein; (iii) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Pledge Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Pledge Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (as defined hereinunder the Loan Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Bank as to which such Bank has the Collateral Agentright to reimbursement under Section 11 of this Pledge Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Xxxxxxx under this Agreementindebtedness (including, the Indenture or the Noteswithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, 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, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any Event of Default (as defined herein) and whether dischargedcase, stayed proceeding or otherwise affected other action relating to the bankruptcy, insolvency, reorganization or allowed as a claim in any bankruptcy similar proceeding of any Pledgor at the Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) of such Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the foregoing Subsidiary Guaranty)) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) 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; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) 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 (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by Grantor in favor of the Administrative Agent for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Xxxxxxx under this Agreementindebtedness (including, the Indenture or the Noteswithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Revolving Loans, Swingline Loans and Letters of Credit, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any Event of Default (as defined herein) and whether dischargedcase, stayed proceeding or otherwise affected other action relating to the bankruptcy, insolvency, reorganization or allowed as a claim in any bankruptcy similar proceeding of Grantor at the Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) of Grantor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which Grantor is a party (including, in the case of Grantor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the foregoing Subsidiary 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 other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) any and all sums advanced by the Administrative Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of Grantor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Administrative Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) 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 (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures the payment of all of the obligations and liabilities of any kind of the Xxxxxxx Pledgor under this AgreementAgreement and the Secured Agreements, the Indenture now or the Noteshereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default (Default" as defined hereinin any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) time (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral AgentAgent or the Secured Parties, the Trustee Original Holders or the New Holders under this AgreementAgreement or the Secured Agreements, as the Indenture and the Notes case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of case, proceeding or other action relating to the Xxxxxxx under this Agreementbankruptcy, the Indenture insolvency, reorganization or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim Pledgor at the rate provided for in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of each Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the respective Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), 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 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 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 the Holdings Secured Guaranty and Subsidiaries Guaranty (as applicable), in each case, in respect of the foregoing obligations Interest Rate Agreements, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Interest Rate Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities may (including, without limitation, principal, premium and 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)) owing by such Pledgor to the Second Lien Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Senior Secured Notes and the other Senior Secured Notes Documents to which such Pledgor is a party (including all such obligations, indebtedness and liabilities of such Pledgor under any guaranty constituting a Senior Secured Notes Document) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Senior Secured Notes and in such other Senior Secured Notes Documents (all such obligations, indebtedness and liabilities under this clause (iii) being herein collectively called the “Second Lien Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (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 (iii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (vi) all amounts paid by any Indemnitee as to which such 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 (vii) of this Section 1 being collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations 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 owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor which is a 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under this Agreementany indebtedness, the Indenture obligations or the Notesliabilities of such Pledgor referred to in clauses (i) and (ii) above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (a) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Xxxxxxx under this Agreementindebtedness (including, the Indenture or the Noteswithout limitation, whether liquidatedprincipal, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principalpremium, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costsreimbursement obligations, fees and expenses indemnities (including, without limitation, all interest that accrues after the commencement of the Collateral Agentany case, the Trustee proceeding or the Holders (including reasonable attorneys' fees and expenses and with respect other action relating to the Collateral Agentbankruptcy, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyinsolvency, reorganization or similar proceeding involving of any Pledgor at the Pledgor.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 to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiary Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (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”); (b) 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, 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 under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiary Guaranty), any Swap Agreement permitted by the Credit Agreement, Bank Product Agreement or 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 contained therein (all such obligations, liabilities and indebtedness described in this clause (b) being herein collectively called the “Other Obligations”);

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party 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, now existing or hereafter incurred under, arising out of or in connections with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of the Pledgors other than the Borrower, all obligations of such Pledgor under the Subsidiary Guaranty in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all benefit of the obligations Secured Creditors to secure the prompt and liabilities complete payment or performance, as the case may be, when due, of: (i) all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to any kind Lender, Agent or Indemnified Person by any Pledgor arising out of the Xxxxxxx Credit Agreement or any other Credit Document, including, without limitation, all obligations to repay principal or interest (including interest, fees and other amounts accruing during any proceeding under this Agreementany Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding) on the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredTerm Loans, and whether for principal, to pay interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether dischargedcharges, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary)expenses, professional fees, and all costs, fees and expenses of sums chargeable to any Credit Party or for which any Credit Party is liable as indemnitor under the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the PledgorCredit Documents, whether or not suit is instituted evidenced by any note or other instrument (all such obligations, liabilities and indebtedness under this clause (i) together with obligations under clauses (iii), (iv), (v) and (vi), except to the extent consisting of obligations, liabilities or indebtedness with respect to Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements, being herein collectively called the “Credit Document Obligations”); (ii) liabilities and indebtedness of the Lead Borrower or any of its Restricted Subsidiaries owing under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement (in each case other than any Excluded Swap Obligation) entered into by the Lead Borrower or any of its Restricted Subsidiaries, whether now in existence or hereafter arising, and the due performance and compliance with all terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in accordance with the terms and provisions of this Agreement and the other Credit Documents; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable invoiced 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, in each case, in accordance with the terms and provisions of this Agreement and Section 13.01 of the Credit Agreement; (v) all amounts paid by any Indemnified Person as to which such Indemnified Person has the foregoing obligations right to reimbursement under the Credit 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; it being acknowledged and liabilities may be amendedagreed that the “Obligations” shall include extensions of credit of the types described above, increased, modified, renewed, refinanced, refunded whether outstanding on the date of this Agreement or extended from time to timetime after the date of this Agreement. Notwithstanding anything to the contrary contained above, (x) (collectivelyobligations of any Pledgor under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, and for so long as, the "Secured Obligations"), now other Obligations are so secured and guaranteed and (y) any release of Collateral or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting Guarantors effected in the generality of the foregoing, manner permitted by this Agreement secures shall not require the payment consent of all amounts that constitute part holders of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee obligations under Designated Interest Rate Protection Agreement or the Holders under this Designated Treasury Services Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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, the principal of and interest on the notes issued by, and loans made to, SCIS under the SCIS Credit Agreement, all reimbursement obligations and unpaid drawings in respect of letters of credit issued under the SCIS Credit Agreement, and all indemnities, fees and interest thereon or owed there-under) of such Pledgor to the SCIS Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the SCIS Credit Agreement and the other SCIS Credit Documents (such term to mean the "Credit Documents" as defined in the SCIS Credit Agreement) (including, without limitation, in the case of each Subsidiary Guarantor (including Caterair), all of its obligations, liabilities and indebtedness under the Subsidiaries Guaranty) to which such Pledgor is a party and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and liabilities agreements contained in the SCIS Credit Agreement and such other SCIS Credit Documents, provided that in the case of any kind of Caterair Holdings, the Xxxxxxx security interests created under this Agreement, Agreement in the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default Collateral (as defined hereinbelow) owned by Caterair Holdings shall also secure all such obligations, liabilities and whether dischargedindebtedness of SCIS under the SCIS Credit Documents to which it is a party (all such obligations, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiaryliabilities and indebtedness under this clause (i), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Trustee liabilities or the Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral AgentInterest Rate Protection Agreements or Other Hedging Agreements, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, being herein collectively called the "Secured SCIS Credit Document Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.;

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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 (in the case of the Borrower or an NSG Pledgor) or such Pledgor (in the case of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which the Borrower or such Pledgor, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under the Subsidiary Guaranty) and the due performance of and compliance by the Borrower or such 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 (in the case of any kind Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Interest Rate Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of any proceeding for the collection of the Xxxxxxx under Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (as defined hereinunder the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, together with reasonable attorneys’ fees and expenses disbursements of counsel; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, the Trustee or the Holders (including reasonable attorneys' fees liabilities, sums and expenses and with respect to set forth in clauses (i) through (v) of this Section 1 being herein collectively called the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured “Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor”.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness of the Pledgor to the SCIS Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Designated Onex Sub Guaranty 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 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, liabilities and indebtedness of the Pledgor to the Caterair Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Designated Onex Sub Guaranty 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 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 "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 "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 and or liabilities of any kind the Pledgor referred to in clauses (i) and (ii) above, upon the occurrence and during the continuance of the Xxxxxxx under an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, either Credit Agreement, or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement, and shall, in any event, include without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement. All such obligations, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of (a) with respect to Company, all obligations and liabilities of any kind every nature of Company now or hereafter existing under or arising out of or in connection with the Xxxxxxx under this AgreementCredit Agreement and other Loan Documents and the Interest Rate Agreements, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise and (whether arising or accruing before or after the occurrence of any Event of Default (as defined hereinb) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agenteach Pledgor other than Company, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing all obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), of every nature of such Subsidiary Pledgors now or hereafter existingexisting under or arising out of or in connection with the Subsidiary Guaranty; in each case together with all extensions or renewals thereof, whether for principal, interestinterest (including interest that, but for the filing of a petition in bankruptcy with respect to any Pledgor, would accrue on such obligations, whether or nor 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 Interest Rate Agreements, fees, costsexpenses, expenses indemnities or otherwise. Without limiting , 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 generality extent all or any part of the foregoingsuch payment is avoided or recovered directly or indirectly from Administrative Agent or any Lender or Lender Counterparty as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Pledgors now or hereafter existing under this Agreement secures (all such obligations of Pledgors being the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures is made by each Pledgor ------------------------ for the benefit of the Secured Creditors to secure: (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 such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party 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, now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement, including all obligations, if any, of such Pledgor under its Guaranty (if any) in respect of Secured Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of any kind proceeding for the collection of the Xxxxxxx under Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (as defined hereinunder the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures secures, and the payment of all Collateral is collateral security for, (a) after the issuance of the Preferred Stock, the joint and several obligations of the Company, the Grantors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Grantors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any kind covenant, agreement, representation or warranty of the Xxxxxxx under Company in this Security Agreement or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Indenture or Company, Grantors, and other subsidiaries of the NotesCompany to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether liquidatedor not from time to time decreased or extinguished and later increased, unliquidatedcreated or incurred and all or any portion of such obligations that are paid, directto the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured fraudulent transfer or unsecuredotherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Grantors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interestinterest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses expenses, indemnification liabilities or otherwise (whether arising or accruing before or after the occurrence other obligations, of any Event of Default (as defined herein) whatsoever nature and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existingmade, incurred or created, whether for principalabsolute or contingent, interestliquidated or unliquidated, feesregardless of class, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable whether due or not allowable due due, and however arising (the foregoing being hereinafter collectively referred to as the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures secures, equally and ratably, in the case of each Grantor, the payment of all Obligations of the obligations and liabilities of any kind of the Xxxxxxx such Grantor now or hereafter existing under (i) this Agreement, (ii) the Indenture or the Existing Notes, the Existing Indenture, the Security Documents and the Subsidiary Guarantees (each as defined in the Existing Indenture) (collectively, the “Existing Notes Obligations”), (iii) the New Notes, the New Indenture, the Security Documents (as defined in the New Indenture) and the Subsidiary Guarantees (as defined in the New Indenture) (collectively, the “New Notes Obligations”), (iv) any Additional Pari Passu Agreement and (v) the Intercreditor Agreement (the documents described in clauses (i) to and including (v), collectively, the “Second Lien Documents”), whether liquidated, unliquidated, direct, direct or indirect, fixed, absolute or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (whether arising or accruing before or after all such Obligations being the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "“Secured Obligations"”), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures 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 Pledgor to the Collateral AgentExisting Indenture, the Trustee or the Holders under this New Indenture and any Additional Pari Passu Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorCompany or any Guarantor. Except as otherwise provided in Section 23 below, all proceeds of Collateral received by the Collateral Agent shall, subject to the Intercreditor Agreement, be distributed by the Collateral Agent, to the holders of the Secured Obligations (or their representative, including the Trustee under the Existing Indenture, the Trustee under the New Indenture and any Additional Pari Passu Agent), pro rata, on the basis of the outstanding amount of Secured Obligations owed to such holders, for application as provided in the Existing Indenture, the New Indenture or applicable Additional Pari Passu Agreement, as the case may be.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise in accordance with the terms of the Credit Agreement) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Pledgor to the Bank Creditors (including, without limitation, the obligations of the Pledgor under the Holdings Guaranty), whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by the Pledgor with all of the obligations terms, conditions and liabilities of any kind of agreements contained in the Xxxxxxx under this Agreement, Credit Agreement and the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for other Credit Documents (all such principal, interest, feesobligations and liabilities described in this clause (i), costscollectively the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, expenses by acceleration or otherwise in accordance with the terms of the Credit Agreement) of all obligations and liabilities owing by the Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection or Other Hedging Agreement (including, without limitation, the obligations of the Pledgor under the Holdings Guaranty), whether such Interest Rate Protection or Other Hedging Agreement is now in existence or hereafter arising in connection with the Credit Documents, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) collectively, the "Other Obligations"); (iii) any and all sums advanced and not repaid by the Collateral Agent in order to preserve the Collateral (as hereinafter defined) or accruing before or after preserve its security interest in the occurrence Collateral in accordance with the terms hereof and the other Credit Documents; (iv) 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) and (ii), after an Event of Default (as such term is defined hereinin the Security Agreement) shall have occurred and whether dischargedbe continuing and the Collateral Agent has given notice under Article X of the Credit Agreement, stayed the commercially reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of exercise by the Collateral AgentAgent of its rights hereunder, the Trustee or the Holders (including 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) owing by the Pledgor to the Seller Creditors under, or with respect to to, the Collateral AgentSeller Promissory Note (the "Seller Obligations"); all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 collectively, the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Security Agreement secures is made by each Obligor for the payment of all benefit of the obligations respective Secured Parties to secure: (a) the prompt payment and liabilities performance in full when due, whether by lapse of any kind time, acceleration, mandatory prepayment or otherwise, of the Xxxxxxx under this AgreementCredit Agreement Obligations, owing by each Obligor (other than CS International); (b) the Indenture or the Notesprompt payment and performance in full when due, whether liquidatedby lapse of time, unliquidatedacceleration, directmandatory prepayment or otherwise, indirectof the Guaranteed Obligations, fixedowing by CS International; (c) the prompt payment and performance in full when due, contingentwhether by lapse of time, maturedacceleration, unmaturedmandatory prepayment or otherwise, disputedof the Note Obligations, undisputedowing by each Obligor (other than any SN Note Obligor); (d) the prompt payment and performance in full when due, legalwhether by lapse of time, equitableacceleration, secured mandatory prepayment or unsecuredotherwise, of the SN Intercompany Notes Obligations, owing by each SN Note Obligor; (e) any and whether for principalall amounts, interestadvances, feesliabilities and obligations owing by any Obligor (other than the SN Note Obligors with respect to the Note Obligations, costsbut without limiting such amounts, expenses advances, liabilities and obligations owing by any SN Note Obligor with respect to the SN Intercompany Notes Obligations) or otherwise to the Collateral Agent whenever arising, including, without limitation (whether arising or accruing before or after the occurrence of i) any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interestexpenses, fees, costsindemnities and other sums chargeable to any Obligor pursuant to any Secured Credit Document, expenses (ii) in collecting or otherwise. Without limiting the generality enforcing any of the foregoingCredit Agreement Obligations, this Agreement secures Guaranteed Obligations or Note Obligations, (iii) in realizing on or protecting or preserving any security therefor, or (iv) for taking any action under or otherwise in connection with any Secured Credit Document, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent or joint and several, whether now existing or hereafter incurred; (f) in the payment event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) through (e) above, after an Event of Default shall have occurred and be continuing, the 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 Collateral Agent of its rights hereunder, together with attorneys’ fees and court costs; and (g) all amounts that constitute part of the Secured Obligations and would be owed paid by the Pledgor Collateral Agent or any Secured Party as to which the Collateral Agent, Agent or such Secured Party has the Trustee or the Holders right to reimbursement under Section 11(b) of this Security Agreement, all such obligations, liabilities, sums and expenses set forth in clauses (a) through (g) of this Section 2 being hereinafter collectively called the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor“Secured Obligations”.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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 such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party 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, now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement, including all obligations, if any, of such Pledgor under its Guaranty in respect of Secured Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of any kind proceeding for the collection of the Xxxxxxx under Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (as defined hereinunder the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Grantor for the payment of all benefit of the Secured Creditors to secure: (a) the full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) 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 Grantor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any kind Loan Document to which such Grantor is a party or its property is subject and due performance and compliance by such Grantor with the terms of each such Loan Document to which such Grantor is a party or its property is subject (the “Loan Document Obligations”), (ii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Xxxxxxx Bankruptcy Code, would become due) and liabilities of such Grantor to the Interest Rate Protection Creditors, now existing or hereafter incurred under, arising out of or in connection with the Interest Rate Protection Agreements, including all obligations of such Grantor under this Agreementany Guaranty in respect of the Interest Rate Protection Agreements (the “Interest Rate Protection Obligations”) and (iii) all obligations (including obligations which, but for the Indenture automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Grantor to the Nexstar Creditors, now existing and hereafter incurred under, arising out of or in connection with the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured Nexstar Guaranty (the “Nexstar Guaranty Obligations”); (b) any and all sums advanced by the Collateral Agent in order to preserve the Security Agreement Collateral or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise preserve its security interest in the Security Agreement Collateral; (whether arising or accruing before or after c) in the occurrence event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined hereinbelow) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Pledged Collateral, or of any bankruptcy proceeding exercise by the Collateral Agent of the Subsidiary)its rights hereunder, and all costs, together with reasonable attorneys’ fees and expenses court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Article IX of the Collateral Agentthis Agreement; (e) all such obligations, the Trustee or the Holders (including reasonable attorneys' fees liabilities, sums and expenses set forth in clauses (a) through (d) of this Section 2.2 being collectively called the “Obligations”, it being acknowledged and with respect to agreed that the Collateral Agent, reasonable allocated costs and expenses Obligations shall include extensions of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorcredit described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due of all of the obligations and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty or any kind Credit 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 Xxxxxxx 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 and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement including all obligations under the Subsidiary Guaranty in respect of Interest Rate Agreements (all such obligations and indebtedness under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) 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 (as hereinafter defined); and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (under, and as defined hereinin, the Credit Agreement or any payment default under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Pledgor (including, without limitation, the obligations and liabilities of the Pledgor under the Alpine Guaranty), now existing or hereafter incurred under, arising out of or in connection with any kind Credit Document to which it is a party and the due performance and compliance by the Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of Other Obligations (as defined below), 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 of the Xxxxxxx Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement (including all obligations of the Pledgor under the Alpine Guaranty) and the due performance and compliance by the Pledgor with the terms, conditions and agreements of each such Interest Rate Protection Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Term Loan Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the type described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of each Pledgor's obligations and liabilities (including, without limitation, indemnitees, fees and interest thereon) now existing or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty) in respect of (x) the principal of and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, (y) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued under the Credit Agreement, and (z) all other obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Borrower, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Credit Documents and the due performance of and compliance with the terms of the Credit Documents by the Borrower and each Pledgor (all such obligations and liabilities under this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due of all obligations of each Pledgor's obligations and liabilities now existing or hereafter incurred under (including, without limitation, the obligations of each Pledgor arising out of or in connection with the Subsidiary Guaranty), in respect of all obligations and liabilities of the Borrower, now existing or hereafter incurred under, arising out of or in connection with any kind Secured Interest Rate Agreement (whether now in existence or hereinafter arising) and the due performance and compliance with the terms of the Xxxxxxx Secured Interest Rate Agreements by the Borrower (all such obligations and liabilities under this clause (iii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; and (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (under, and as defined hereinin, the Credit Agreement, or any payment default after any applicable grace period under any Secured Interest Rate Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Guarantor, all such obligations and indebtedness of such Guarantor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit 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 owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under this Agreementany indebtedness, the Indenture obligations or the Notesliabilities of such Pledgor referred to in clauses (i), whether liquidated(ii) and (iii) above, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which it is a party 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, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of Pledgors other than the Borrower, all obligations of such Pledgor under its Guaranty in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the obligations and liabilities of any kind of the Xxxxxxx under this Agreement, the Indenture or the Notesfollowing obligations, whether liquidatednow existing or hereafter incurred (the “Obligations”): (a) the prompt payment by the Borrower, unliquidatedas and when due and payable, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended amounts from time to timetime owing under or pursuant to that certain Revolving Credit Note (the “Revolving Credit Note”) of even date herewith, in the principal sum of Fifty Million and NO/100 Dollars (collectively, the "Secured Obligations"$50,000,000.00), executed by Bxxxxxxx and payable to the order of Lender, together with all renewals, modifications and extensions thereof, in whole or in part, or any instrument given to secure the same; (b) all indebtedness, liabilities, obligations, covenants and duties of Borrower or Guarantor to the Lender, of every kind, nature and description arising under of in respect of any Bank Product (including arising under or in respect of any guaranty thereof), whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, in each case now existing or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwisearising. Without limiting the generality “Bank Products” means any of the foregoingfollowing that the Lender provides, this Agreement secures to or enters into with the payment of all amounts that constitute part of Borrower or Guarantor: (i) any deposit, lockbox, Cash Management Services, or other cash management agreement, (ii) any credit cards, purchase cards and/or debit cards, and (iii) any other product, service or agreement pursuant to which Borrower or Guarantor is indebted to the Secured Obligations and would be owed Lender. “Cash Management Services” means any services provided from time to time by the Pledgor Lender to Borrower or Guarantor in connection with the Collateral Agentoperating, the Trustee collections, payroll, trust or the Holders under this Agreementother depository or disbursement accounts, the Indenture including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.stop payment services;

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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 or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), 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, 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 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 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 Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind of the Xxxxxxx under this Agreementsuch Pledgor referred to in clauses (i) and (ii) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright 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, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limita-tion, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of case, proceeding or other action relating to the Xxxxxxx under this Agreementbankruptcy, the Indenture insolvency, reorganization or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any Event of Default (as defined herein) and whether discharged, stayed Pledgor or otherwise affected or allowed as a claim any Subsidiary thereof at the rate provided for in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding)) of such Pledgor owing to the Secured Creditors, whether now existing or here-after incurred under, arising out of, or in connection with, each Loan Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due per-formance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Loan Document (all such obligations, liabilities and indebtedness under this clause (i), being herein collectively called the “Loan Document Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (v) all amounts owing to the Administrative Agent, the Pledgee or any of their affiliates pursuant to any of the Loan Documents in its capacities as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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 (or, Face Amount, as applicable), 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) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and 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 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 each Secured Hedging Agreement, whether such Secured 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 Guaranty in respect of each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind of the Xxxxxxx under this Agreementsuch Pledgor referred to in clauses (i) and (ii) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright 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, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under this Agreementany indebtedness, the Indenture obligations, or the Notesliabilities of such Pledgor referred to in clauses (i) and (ii) above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default (under, and as defined hereinin, the Credit Agreement or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement. all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This The pledge and the grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the obligations and liabilities of any kind of the Xxxxxxx under this Agreement, the Indenture or the NotesLoan Documents, whether liquidated, unliquidated, direct, direct or indirect, fixed, absolute or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, costsindemnifications, expenses or otherwise (whether arising or accruing before or after the occurrence contract causes of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, feesaction, costs, expenses or otherwise. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Initial Credit Agreement (the "Original Security Documents") and this IP Security Agreement is intended, inter alia, to extend the obligations and indebtedness secured by the security interests and pledges created and affected by the Original Security Documents, in each case, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security Documents relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, this IP Security Agreement shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified in all respects, except as specifically modified herein. Without limiting the generality of the foregoing, this IP Security Agreement secures 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 Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgora Loan Party.

Security for Obligations. This Agreement secures is made by each Pledgor to the Pledgee for the benefit of the Secured Creditors to secure: (i) 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, 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), reimbursement obligations under Letters of Credit, Fees, costs and indemnities) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guarantee Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection/Currency Exchange Agreements or Treasury Services, being herein collectively called the "Loan Document Obligations"); (ii) 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, 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 Treasury Service Creditors under, or with respect to Treasury Services (including, in the case of a Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guarantee Agreement) (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "Treasury Service Obligations"); (iii) 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; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any kind of the Xxxxxxx under this Agreementsuch Pledgor referred to in clauses (i), the Indenture or the Notes(ii) and (iii) above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent pursuant to any of the Loan Documents in its capacity as such; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations and indebtedness of such Pledgor under each Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations 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 owing by such Pledgor to the Other Creditors under, or with respect to (including by reason of any kind Guaranty to which such Pledgor is a party), any 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 Xxxxxxx under terms, conditions and agreements contained therein (all such obligations and liabilities described in this Agreementclause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, the Indenture obligations or the Notesliabilities of such Pledgor referred to in clauses (i) and (ii) above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the US Borrower or any of its Subsidiaries under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Pledge Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement; (ii) any and all sums advanced by the Pledgee in accordance with the terms hereof in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind of the Xxxxxxx under this AgreementPledgor, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Pledge Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Pledge Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Pledge Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor ------------------------ for the benefit of the Secured Parties to secure: (i) 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) of such Pledgor owing to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Loan Documents to which such Pledgor is a party and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) 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 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) and/or preserve its security interest therein; (iv) in the event of any kind proceeding for the collection of the Xxxxxxx under Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean (i) at any time prior to the Indenture or repayment in full of all Credit Agreement Obligations and the Notestermination of all Commitments, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default under, and as defined in, the Credit Agreement and (ii) at any time after the repayment in full of all Credit Agreement Obligations and the termination of all Commitments, any payment default under any Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinbelow)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Indemnitee to which such Indemnitee has the Collateral Agentright to reimbursement under Section 11 of this Agreement. all such obligations, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the relevant Secured Creditors to secure: (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 obligations Bankruptcy Code, would become due) and liabilities of any kind each Pledgor, now existing or hereafter incurred under, arising out of the Xxxxxxx under this Agreementor in connection with each Credit Document to which such Pledgor is a party (including, the Indenture or the Noteswithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costsindemnities, fees and expenses of the Collateral Agent, the Trustee or the Holders interest (including reasonable attorneys' fees and expenses and with respect all interest that accrues after the commencement of any case, proceeding or other action relating to the Collateral Agentbankruptcy, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyinsolvency, reorganization or similar proceeding involving of the Borrower or any other Credit Party 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 the due performance of and compliance by each 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 liabilities with respect to Secured Credit Card Agreements and 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 (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Credit Card Agreement, including, all obligations, if any, of each Pledgor under its Guaranty in respect of Secured Credit Card Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “Credit Card 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 of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, including, all obligations, if any, of each Pledgor under its Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (iii) being herein collectively called the “Hedging Obligations”); (iv) 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 each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each New Senior Notes Document to which it is a party (including 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 other Credit Party 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 the due performance and compliance by each Pledgor with the terms of each such New Senior Notes Document (all such obligations and liabilities under this clause (iv) being herein collectively called the “New Senior Notes Obligations”); (v) the full and prompt payment when due (whether at 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 each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Refinancing Senior Notes Document to which it is a party (including 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 other Credit Party 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 the due performance and compliance by each Pledgor with the terms of each such Refinancing Senior Notes Document (all such obligations and liabilities under this clause (v), being herein collectively called the “Refinancing Senior Notes Obligations”); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interest therein; (vii) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (viii) 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 (viii) of this Section 1 being herein collectively called the “Obligations”.

Security for Obligations. This Agreement secures secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), of, (a) with respect to Company, all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents and any kind of the Xxxxxxx under this Lender Swap Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise , (whether arising or accruing before or after the occurrence of any Event of Default (as defined hereinb) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs each Subsidiary Pledgor and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Additional Pledgor, whether or not suit is instituted (as the foregoing all obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), of every nature of Subsidiary Pledgors now or hereafter existingexisting under or arising out of or in connection with the Subsidiary Guaranty, in each case together with all extensions or renewals thereof, whether for principal, interestinterest (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), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Swap Agreements, fees, costsexpenses, expenses indemnities or otherwise. Without limiting , 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 generality extent all or any part of the foregoingsuch payment is avoided or recovered directly or indirectly from Secured Party or any Beneficiary as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Pledgors now or hereafter existing under this Agreement secures (all such obligations of Pledgors being the payment of all amounts that constitute part of the “Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorObligations”).

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Pledgee to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of the Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any Basic Document to which the Pledgor is a party and the due performance and compliance by the Pledgor with the terms of the Credit Agreement and each such Basic Document; (ii) 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; (iii) in the event of any kind of proceeding for the Xxxxxxx under this Agreement, the Indenture collection or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) and (ii) above, after an Event of Default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staffcourt costs; and (iv) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed paid by the Pledgor Pledgee as to which the Collateral Agent, Pledgee has the Trustee right to indemnification or the Holders reimbursement under Section 11 of this Agreement, all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor"Obligations".

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of the Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement, the Notes, this Agreement and the other Loan Documents (the Loan Documents, together with Interest Rate Protection Agreements and Other Hedging Agreements being hereinafter collectively called the "Secured Debt Agreements") and the due performance and compliance by the Pledgor with the terms of the Loan 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 the Pledgor, now existing or hereafter incurred under, arising out of or in connection with 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) 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; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Xxxxxxx under Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Pledgor under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of any kind Grantor of the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), every nature whatsoever now or hereafter existingexisting or arising in respect of the Credit Agreement Obligations and the Interest Rate Obligations and all extensions or renewals thereof, whether for principal, interestinterest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations, whether or not a claim is allowed against Grantor for such interest in any such bankruptcy proceedings), reimbursement of amounts drawn under letters of credit, payments for early termination of Lender Interest Rate Agreements, fees, costsexpenses, expenses indemnities or otherwise. Without limiting , 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 generality extent all or any part of such payment is avoided or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the foregoing"UNDERLYING DEBT"), and all obligations of every nature of Pledgor now or hereafter existing under this Agreement secures (all such obligations of Pledgor, together with the payment Underlying Debt, being the "SECURED OBLIGATIONS"); provided that the assignment and grant of all amounts that constitute part a security interest pursuant to Section 1 hereof, and any other provisions of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, shall be effective as to any Successor Credit Agreement Obligations or Interest Rate Obligations only if the Indenture applicable Successor Lenders (or a Successor Agent acting on their behalf) or Interest Rate Exchanger shall have executed and delivered to Collateral Agent a counterpart of the Notes but for Intercreditor Agreement, acknowledged by Pledgor, as provided in the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorIntercreditor Agreement.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all benefit of the Secured Creditors to secure: (a) the full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) 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 to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any kind Loan Document to which such Pledgor is a party or its property is subject and due performance and compliance by such Pledgor with the terms of each such Loan Document to which such Pledgor is a party or its property is subject (the “Loan Document Obligations”), (ii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Xxxxxxx Bankruptcy Code, would become due) and liabilities of such Pledgor to the Interest Rate Protection Creditors, now existing or hereafter incurred under, arising out of or in connection with the Interest Rate Protection Agreements, including all obligations of such Pledgor under this Agreement, any Guaranty in respect of the Indenture or Interest Rate Protection Agreements (the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured“Interest Rate Protection Obligations”), and whether (iii) all obligations (including obligations which, but for principalthe automatic stay under Section 362(a) of the Bankruptcy Code, interestwould become due) and liabilities of such Pledgor to the Mission Creditors, feesnow existing and hereafter incurred under, costs, expenses arising out of or otherwise in connection with the Mission Guaranty (whether arising the “Mission Guaranty Obligations”); (b) any and all sums advanced by the Pledgee in order to preserve the Pledged Collateral or accruing before or after preserve its security interest in the occurrence Pledged Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined hereinbelow)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed realizing on the Pledged Collateral, or of any exercise by the Pledgee of its rights hereunder (including, without limitation, all transfer taxes (other than income and franchise taxes) arising as a claim in result of any bankruptcy proceeding dissolution of the Subsidiarya Pledged Partnership or Pledged Limited Liability Company), and all costs, together with reasonable attorneys’ fees and expenses court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Sections 20 and 21 of the Collateral Agentthis Agreement; all such obligations, the Trustee or the Holders (including reasonable attorneys' fees liabilities, sums and expenses set forth in clauses (a) through (d) of this Section 3 being collectively called the “Obligations”, it being acknowledged and with respect to agreed that the Collateral Agent, reasonable allocated costs and expenses Obligations shall include extensions of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorcredit described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Xxxxxxx under this Agreementindebtedness (including, the Indenture or the Noteswithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, Credit Hedging Agreements, Pari-Pasu Hedging Agreements, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any Event of Default (as defined herein) and whether dischargedcase, stayed proceeding or otherwise affected other action relating to the bankruptcy, insolvency, reorganization or allowed as a claim in any bankruptcy similar proceeding of any Pledgor at the Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) of such Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the foregoing Guaranty)) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents; (ii) 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; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Borrower and liabilities may the Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) 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 (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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, 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) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in such Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of any kind obligations, liabilities or indebtedness with respect to Secured Hedging Agreements entitled to the benefits of the Xxxxxxx under this Agreement, being herein collectively called the Indenture "Loan Document Obligations"); (ii) 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, all interest that accrues after the Notescommencement 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 liquidatedor not a claim for post-petition interest is allowed in any such proceeding), unliquidatedowing by such Pledgor to the Other Creditors under, director with respect to (including, indirectin the case of each Pledgor that is a Guarantor, fixedall such obligations, contingentliabilities and indebtedness of such Pledgor under its Guaranty), maturedany Secured Hedging Agreement entitled to the benefits of this Agreement, unmatured, disputed, undisputed, legal, equitable, secured whether such Secured Hedging Agreement is now in existence or unsecuredhereafter arising, and whether the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any proceeding for principalthe collection or enforcement of any indebtedness, interestobligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, fees, costs, expenses or otherwise after an Event of Default (whether arising or accruing before or after the occurrence of which term as used herein shall mean any Event of Default (under, and as defined hereinin, the Credit Agreement or any payment default upon the expiration of any applicable grace period by Borrower under any Secured Hedging Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright 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 Loan Documents in its capacity as such; all such indebtedness, reasonable allocated costs obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Grantor for the payment of all benefit of the Secured Creditors to secure: (a) the full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) 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 Grantor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any kind Loan Document to which such Grantor is a party or its property is subject and due performance and compliance by such Grantor with the terms of each such Loan Document to which such Grantor is a party or its property is subject (the “Loan Document Obligations”), (ii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Xxxxxxx Bankruptcy Code, would become due) and liabilities of such Grantor to the Interest Rate Protection Creditors, now existing or hereafter incurred under, arising out of or in connection with the Interest Rate Protection Agreements, including all obligations of such Grantor under this Agreement, any Guaranty in respect of the Indenture or Interest Rate Protection Agreements (the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured“Interest Rate Protection Obligations”), and whether (iii) all obligations (including obligations which, but for principalthe automatic stay under Section 362(a) of the Bankruptcy Code, interestwould become due) and liabilities of such Grantor to the Mission Creditors, feesnow existing and hereafter incurred under, costs, expenses arising out of or otherwise in connection with the Mission Guaranty (whether arising the “Mission Guaranty Obligations”); (b) any and all sums advanced by the Collateral Agent in order to preserve the Security Agreement Collateral or accruing before or after preserve its security interest in the occurrence Security Agreement Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined hereinbelow) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Pledged Collateral, or of any bankruptcy proceeding exercise by the Collateral Agent of the Subsidiary)its rights hereunder, and all costs, together with reasonable attorneys’ fees and expenses court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Article IX of the Collateral Agentthis Agreement; all such obligations, the Trustee or the Holders (including reasonable attorneys' fees liabilities, sums and expenses set forth in clauses (a) through (d) of this Section 2.2 being collectively called the “Obligations”, it being acknowledged and with respect to agreed that the Collateral Agent, reasonable allocated costs and expenses Obligations shall include extensions of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorcredit described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is for (a) the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of and interest on the Notes issued by, and the Loans made to, the Pledgor under the Credit Agreement, (y) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued under the Credit Agreement and (z) all other obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Credit Documents and the due performance of and compliance with the terms of the Credit Documents (all such obligations and liabilities under this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due of all of the obligations and liabilities of the Pledgor to the Interest Rate Creditors pursuant to any kind Secured Interest Rate Agreement, whether now in existence or hereinafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement, and the due performance and compliance with the terms of the Xxxxxxx Secured Interest Rate Agreements by the Pledgor (all such obligations and liabilities under this clause (iii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; and (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (under, and as defined hereinin, the Credit Agreement, or any payment default after any applicable grace period under any Secured Interest Rate Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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 or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), 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 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 Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "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; (iii) 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; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any kind of the Xxxxxxx under this Agreementsuch Pledgor referred to in clauses (i) and (ii) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright 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, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the obligations following obligations, whether now existing or hereafter incurred (the "OBLIGATIONS"): (a) all present and future indebtedness, obligations, and liabilities of any kind of each Grantor to Agent and the Xxxxxxx Noteholders under this Agreement, the Indenture or the Notes, the Securities Purchase Agreement and any other Transaction Document, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or secured, unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 4(vii) or allowed as a claim in any bankruptcy proceeding 4(viii) of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwiseNotes. Without limiting the generality of the foregoing, this Agreement secures the Obligations include the obligation of each Grantor to pay principal, interest, charges, expenses, fees, attorneys' fees and disbursements, indemnities and other amounts payable by such Grantor under the Transaction Documents, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Notes or after the commencement of any case with respect to such Grantor under the United States Bankruptcy Code or any similar statute (including the payment of all interest and other amounts that constitute part of the Secured Obligations which would accrue and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes become due but for the fact that they are unenforceable commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case); and (b) the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Buyers under the Notes; and (c) the obligation of each Grantor to reimburse any amount in respect of any of the foregoing that Agent or any Noteholder (in its sole discretion) may elect to pay or advance on behalf of such Grantor. Each Grantor waives any rights it may have under the Code to demand the filing of termination statements by Agent with respect to the existence Collateral, and Agent shall not be required to deliver such termination statements to such Grantor, or to file them with any filing office, in each case, unless and until all of a bankruptcy, reorganization or similar proceeding involving the PledgorObligations are paid in full and the Transaction Documents are terminated.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit 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 such Pledgor to the Poth Xxxditors, whether now existing or hereafter incurred under, arising out of or in connection with, the Poth Xxxn and the other documents entered into by such Pledgor in connection therewith (including, without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Poth Xxxranty and (y) in the case of each other Pledgor, all obligations of such Pledgor under the Guaranty to which such Pledgor is a party in respect of the Poth Xxxn (all such obligations and liabilities under this clause (ii) being herein collectively called the "Poth Xxxigations"); (iii) 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) owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (iii) being herein collectively called the "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 (to the extent provided for in the Credit Documents); (v) in the event of any kind of proceeding for the Xxxxxxx under this Agreement, the Indenture collection or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii), (iii) and (iv) above, after an Event of Default (as such term is defined hereinin the Security Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement. All such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of and interest on all Protective Advances (as defined in the Intercreditor Agreement) made in accordance with the requirements of Section 4(e) of the Intercreditor Agreement and (y) all other obligations and liabilities indebtedness (including, without limitation, indemnities, fees and expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness), of any kind each Pledgor to the Secured Creditors, whether now existing or hereafter incurred, to the extent relating to Protective Advances made in accordance with Section 4(e) of the Xxxxxxx under this AgreementIntercreditor Agreement and the due performance and compliance by each Pledgor with all the terms, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, conditions and whether for agreements relating to such Protective Advances (all such principal, interest, obligations and liabilities described in this clause (i) being herein collectively called the "Protective Advance Obligations"); (ii) the full and prompt payment when due (whether at the date of maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees, costsexpenses, expenses enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness) of such Pledgor to the Minimum Payment Guarantors now existing or otherwise hereafter incurred under, arising out of, or in connection with any Minimum Payment Guaranty Document (in each case, to the extent such obligations and indebtedness relate to any Minimum Payment Guaranty) to which it is a party (including, without limitation, all such obligations and indebtedness under the HET/JCC Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Minimum Payment Guaranty Document (all such principal, interest, obligations and liabilities described in this clause (ii) being herein collectively called the "Minimum Payment Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees, expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness) of such Pledgor to the Revolver Creditors now existing or hereafter incurred under, arising out of, or accruing before in connection with any Revolving Credit Document to which it is a party (including, without limitation, all such obligations and indebtedness under the Revolving Credit Agreement and the guarantees by the Pledgors thereof) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Revolving Credit Document (all such principal, interest, obligations and liabilities described in this clause (iii) being herein collectively called the "Revolving Credit Agreement Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or after otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees, expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness) of such Pledgor to the occurrence Senior Note Creditors, arising out of, or in connection with the Senior Notes and the Senior Note Documents (including, without limitation, all such obligations and indebtedness under the Senior Note Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such principal, interest, obligations and liabilities described in this clause (iv) being herein collectively called the "Senior Note 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, and any and all amounts (but without any interest thereon) owing by JCC to the Minimum Payment Guarantors to reimburse the Minimum Payment Guarantors for amounts paid by the Minimum Payment Guarantors to the Collateral Agent pursuant to the indemnity provisions contained in Section 6(c) and (d) of the Intercreditor Agreement; (vi) 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, after an Event of Default (as defined hereinhereinafter defined) shall have occurred and whether dischargedbe continuing, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and reasonable expenses of the Collateral AgentPledgee in retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Trustee Collateral, or of any exercise by the Holders (including Pledgee of its rights hereunder, together with reasonable attorneys' fees and expenses and with respect court costs; and (vii) all amounts paid by any Indemnitee (as hereinafter defined) as to which such Indemnitee has the Collateral Agentright to reimbursement under Section 11 hereof; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations ," it being acknowledged and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.agreed

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is Subsidiary Guarantor, all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations 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 owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under this Agreementany indebtedness, the Indenture obligations or the Notesliabilities of such Pledgor referred to in clauses (i), whether liquidated(ii) and (iii) above, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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, 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) of each Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the respective Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), 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 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 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 the Holdings Secured Guaranty and Subsidiaries Guaranty (as applicable), in each case, in respect of the Interest Rate Agreements, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "INTEREST RATE OBLIGATIONS"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities (including, without limitation, principal, premium and 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)) owing by such Pledgor to the Second Lien Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Senior Secured Notes and the other Senior Secured Notes Documents to which such Pledgor is a party (including all such obligations, indebtedness and liabilities of such Pledgor under any kind guaranty constituting a Senior Secured Notes Document) and the due performance and compliance by such Pledgor with all of the Xxxxxxx terms, conditions and agreements contained in the Senior Secured Notes and in such other Senior Secured Notes Documents (all such obligations, indebtedness and liabilities under this Agreement, clause (iii) being herein collectively called the Indenture or "SECOND LIEN OBLIGATIONS"); (iv) any and all sums advanced by the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise Pledgee in order to preserve the Collateral (whether arising or accruing before or after as hereinafter defined) and/or preserve its security interest therein; (v) in the occurrence event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i) through (iii) above, after an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright 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, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of in-house counsel this Section 1 being collectively called the "OBLIGATIONS", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"OBLIGATIONS" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations 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 owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor which is a 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under this Agreementany indebtedness, the Indenture obligations or the Notesliabilities of such Pledgor referred to in clauses (i) and (ii) above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations ," it being acknowledged and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.agreed

Security for Obligations. This The pledge, assignment, and grant in this Agreement secures is made by the Pledgor to the Banks to secure: (a) the payment in full when due of all obligations and liabilities, whether contingent or otherwise, of the obligations and liabilities of any kind of the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), Pledgor now or hereafter existingexisting under the Guaranty and, to the extent the Pledgor may have any obligations thereunder, the PFA, whether for principal, interest, premium, indemnity amounts, fees, costsexpenses, expenses or otherwise, including, without limitation, all obligations of the Pledgor now or hereafter existing under this Agreement; (b) the performance by the Pledgor of all of its obligations and liabilities to the Banks under the Guaranty and, to the extent the Pledgor may have any obligations thereunder, the PFA; and (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling, or otherwise disposing of or realizing on the Collateral, together with attorneys' fees and court costs (all such obligations, liabilities, sums, and expenses of the Pledgor set forth in clauses (a) through (c) above being herein collectively called the "OBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that which constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes Banks but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization reorganization, or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures and the Pledged Collateral is security for the following obligations (the “Secured Obligations”): (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the loans made to the Borrower under the Loan Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Borrower to the Lender under the Loan Agreement and each other Finance Documents to which it is a party, including obligations to pay fees, expense and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower under or pursuant to this Agreement and each other Finance Documents to which it is a party; and (c) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of any kind of guarantor or pledgor (including the Xxxxxxx Pledgor under or pursuant to this Agreement, ) under or pursuant to the Indenture or Loan Agreement and each other Finance Documents to which it is a party (including interest accruing during the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence pendency of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization insolvency, receivership or other similar proceeding involving the Pledgorproceeding, regardless of whether allowed or allowable in such proceeding).

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations 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 owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under this Agreementany indebtedness, the Indenture obligations or the Notesliabilities of such Pledgor referred to in clauses (i), whether liquidated(ii) and (iii) above, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, after an Event of Default (which term to mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Pledgor for (x) the senior benefit of the Senior Creditor, and (y) the benefit, on a basis junior and fully subordinated to the Senior Creditor, of the Subordinated Creditors to secure: (a) the full and prompt payment of all obligations and indebtedness of the Pledgor to the Senior Creditor under the Senior Note due and owing as a result of the prepayment provisions of the Senior Note or by acceleration (but specifically excluding any obligations and indebtedness due and owing solely as a result of the occurrence of the Stated Maturity Date (as defined in the Senior Note)) and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Senior Note (all such obligations and liabilities described in this clause (a), the "SENIOR OBLIGATIONS"); (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness of the Pledgor to the Subordinated Creditors under the Credit Agreement Guaranty and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement Guaranty (all such obligations and liabilities in this clause (b), the "CREDIT AGREEMENT OBLIGATIONS"); (c) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by the Pledgor to the Interest Rate Protection Creditors under, or with respect to, any Interest Rate Protection Guaranty, whether such Interest Rate Protection Guaranty is now in existence or hereafter arising, and the due performance and compliance by the Pledgor with the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (c), the "INTEREST RATE PROTECTION OBLIGATIONS") and, together with the Credit Agreement Obligations, the "SUBORDINATED OBLIGATIONS"); (d) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in a manner not in violation of the terms hereof; and (e) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Xxxxxxx under this AgreementPledgor, the Indenture or the NotesCapstar Broadcasting and/or Capstar Radio referred to in clauses (a) through (d), whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs. All such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (a) through (e) of in-house counsel this Section 1 being herein collectively called the "OBLIGATIONS," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of case, proceeding or other action relating to the Xxxxxxx under this Agreementbankruptcy, the Indenture insolvency, reorganization or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim Pledgor at the rate provided for in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding), fees, costs and indemnities) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, without limitation, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and 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 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 the Borrower 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 the Borrower to the Other Creditors, 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, liabilities and indebtedness of such Pledgor under its Subsidiaries Guaranty in respect of the Secured Hedging Agreements), and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnified Person as to which such 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 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor shall exclude, notwithstanding anything to the Collateral Agentcontrary contained in any Credit Document, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence any Excluded Swap Obligations of a bankruptcy, reorganization or similar proceeding involving the such Pledgor.

Security for Obligations. This Agreement secures secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 'SS'362(a)), of all obligations and liabilities of any kind every nature of Grantor now or hereafter existing under or arising out of or in connection with the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise Guaranty (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee extensions or the Holders (including reasonable attorneys' fees and expenses and renewals thereof) with respect to the Collateral Agent, reasonable allocated costs and expenses obligations of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against Company under the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectivelyAmended Credit Agreement, the "Secured Obligations"Notes and the other Loan Documents and under the Lender Interest Rate Agreements (it being understood that the Grantor's obligation under the Amended Credit Agreement and the other Loan Documents do not include any obligation with respect to excluding Grantor's obligations under the Guaranty with respect to Company's obligations under the Existing Senior Notes and the Existing Senior Note Indenture), now or hereafter existing, whether for principal, interestinterest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), payments for early termination of Lender Interest Rate Agreements, fees, costsexpenses, expenses indemnities or otherwise. Without limiting , 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 generality extent all or any part of the foregoingsuch payment is avoided or recovered directly or indirectly from Agent or any Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantor now or hereafter existing under this Agreement secures (all such obligations of Grantor being the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor"SECURED OBLIGATIONS").

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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 such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party 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) of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of Pledgors other than the Borrower, all obligations of such Pledgor under its Guaranty in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party (including all such obligations and liabilities under any Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with the 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 and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing 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 hereafter arising, including all such obligations and liabilities under any Guaranty to which such Pledgor is a party, 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 contained in each such 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) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Indemnitee to which such Indemnitee has the Collateral Agentright to reimbursement under Section II of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section I being herein collectively called the "Obligations"; it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Pledgor to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including, without limitation, the principal of and interest on the Revolving Note issued by, and Revolving Loans made to, the Pledgor under the Credit Agreement, and all indemnities, Fees, expenses and interest thereon or owed thereunder) of the Pledgor to the Lender, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the obligations terms, conditions and liabilities agreements contained in the Credit Agreement and such other Loan Documents; (ii) any and all sums advanced by the Pledgee, pursuant to the Credit Agreement and the other Loan Documents, in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any kind proceeding for the collection or enforcement of any obligations or liabilities referred to in clauses (i) and (ii) above, upon the Xxxxxxx under occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Indemnitee (as defined in Section 11 hereof) as to which such Indemnitee has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Xxxxxxx under this Agreementindebtedness (including, the Indenture or the Noteswithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any Event of Default (as defined herein) and whether dischargedcase, stayed proceeding or otherwise affected other action relating to the bankruptcy, insolvency, reorganization or allowed as a claim in any bankruptcy similar proceeding of any Pledgor or any Subsidiary thereof at the Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), 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, liabilities and 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 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 indebtedness of such Pledgor under 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 (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Collateral Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Documents to which such Pledgor is a party (the Credit Documents, together with Interest Rate Protection Agreements and Other Hedging Agreements being hereinafter collectively called the "Secured Debt Agreements") 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, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, including, in the case of SNIG, all obligations of such Pledgor under its Guaranty in respect of Interest Protection Agreements or other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by such Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of case, proceeding or other action relating to the Xxxxxxx under this Agreementbankruptcy, the Indenture insolvency, reorganization or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any Event of Default (as defined herein) and whether discharged, stayed Pledgor or otherwise affected or allowed as a claim any Subsidiary thereof at the rate provided for in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding), fees, costs and indemnities) of such Pledgor owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Second-Lien Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Second-Lien Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), being herein collectively called the “Credit Document Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (iv) all amounts paid by any Indemnitees as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (v) 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 (v) of this Section 1 being collectively called the “Obligations”, it being agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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 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), fees, costs and indemnities) of such Pledgor owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Credit Document; (ii) 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; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind of the Xxxxxxx under this Agreementsuch Pledgor referred to in clause (i) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnitees, fees and interest thereon) of the Borrower and such Pledgor owing to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any Credit Document and the due performance and compliance by the Borrower and 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 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 indebtedness (including, without limitation, indemnitees, fees and interest thereon) of the Borrower and such Pledgor owing to the Other Creditors, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection or Other Hedging Agreement including, in the case of Holdings and each Subsidiary Guarantor, all obligations under the Holdings Guaranty or the Subsidiaries Guaranty in respect of Interest Rate Protection or Other Hedging Agreements (all such obligations and indebtedness under this clause (ii) being herein collectively called the "Interest Rate Protection Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as defined in Section 3.4 herein) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default under any Interest Rate Protection or Other Hedging Agreement and shall in any event include, without limitation, any payment default on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staffcourt costs; and (v) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.;

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit 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) owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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 (to the extent provided for in the Credit Documents); (iv) in the event of any kind of proceeding for the Xxxxxxx under this Agreement, the Indenture collection or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (as such term is defined hereinin the Security Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement. All such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness of the Pledgor to the SCIS Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the SCIS Credit Agreement and the other SCIS Credit Documents (such term to mean the "Credit Documents" as defined in the SCIS Credit Agreement") (including, without limitation, all of its obligations, liabilities and indebtedness under the OFSI Guaranty (as defined in the SCIS Credit Agreement)) to which the Pledgor is a party and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the SCIS Credit Agreement and such other SCIS 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, 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, liabilities and indebtedness of the Pledgor to the Caterair Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Caterair Credit Agreement and the other Caterair Credit Documents (such term to mean the "Credit Documents" as defined in the Caterair Credit Agreement", and the Caterair Credit Documents, together with the SCIS Credit Documents, are referred to herein as the "Credit Documents") (including, without limitation, all of its obligations, liabilities and indebtedness under the OFSI Guaranty (as defined in the Caterair Credit Agreement)) to which the Pledgor is a party and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Caterair Credit Agreement and such other Caterair 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, being herein collectively called the "Caterair Credit Document Obligations"); (iii) without limitation, all of its obligations, liabilities and indebtedness under each OFSI Guaranty in respect of such 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 therein (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "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 and or liabilities of any kind the Pledgor referred to in clauses (i), (ii) and (iii) above, upon the occurrence and during the continuance of the Xxxxxxx under an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, either the Credit Agreement, or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement, and shall, in any event, include without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement. All such obligations, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Documents to which such Pledgor is a party (including, in the case of each Guarantor, all such obligations and indebtedness of such Guarantor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit 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 owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind of proceeding for the Xxxxxxx under this Agreement, the Indenture collection or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (as defined herein) or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of realizing on the Collateral Agentin accordance herewith, or of any exercise by the Trustee or the Holders (including Pledgee of its rights hereunder, together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the obligations following obligations, whether now existing or hereafter incurred (collectively, the “Obligations”): (a) the prompt payment by each Grantor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all present and future indebtedness, obligations, and liabilities of any kind of each Grantor to the Xxxxxxx Collateral Agent and the Buyers arising under or in connection with this Agreement, the Indenture or Securities Purchase Agreement, the Notes, the Guarantee or any other Transaction Documents, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or secured, unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether not such claim is discharged, stayed or otherwise affected or allowed as a claim by any Insolvency Proceeding, including, without limitation, (A) all principal of, interest on and any other amounts due and payable, in each case, in connection with the Notes (including, without limitation, all interest that accrues after the commencement of any bankruptcy proceeding Insolvency Proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorany Grantor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding), (B) all amounts from time to time owing by such Grantor under the Guarantee or any other guaranty to which it is a bankruptcyparty, reorganization including, without limitation, all obligations guaranteed by such Grantor, and (C) all interest, fees, commissions, charges, expense reimbursements, indemnifications and all other amounts due or similar proceeding involving to become due under any of the PledgorTransaction Documents (including, without limitation, all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such Insolvency Proceeding); and (b) the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents.

Security for Obligations. This Agreement secures In order to secure the prompt payment or performance in full when due (including the payment of all amounts that would become due but for the operation of the obligations and liabilities of any kind automatic stay under Section 362(a) of the Xxxxxxx Bankruptcy Code, 11 U.S.C. (S) 362(a)) of all obligations of every nature of Maker now or hereafter existing to Holder or its assignees, transferees and successors under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredNote, and all amendments, extensions or renewals hereof, whether for principal, interestinterest (including, without limitation, interest that, but for the filing of a petition in bankruptcy with respect to Maker, would accrue on such obligations), fees, costs, expenses or otherwise (otherwise, whether arising now existing or accruing before hereafter arising, voluntary or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorinvoluntary, whether or not suit is instituted (as the foregoing obligations jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and liabilities may be amended, increased, modified, renewed, refinanced, refunded whether or extended not from time to time) time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Holder as a preference, fraudulent transfer or otherwise (collectively, all such obligations being the "Secured Obligations"), Maker hereby grants to Holder a security interest in and to all right, title and interest of Maker in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): a. All "accounts" (as defined in the Uniform Commercial Code of the State of California ("UCC")) now owned or hereafter created, acquired by Maker arising directly from the utilization of the Products (as defined in the Purchase Agreement) by Maker's customers including, without limitation, all of the following now owned or hereafter created or acquired by Maker and arising directly from such accounts: (i) accounts receivable, contract rights, book debts, notes, drafts, chattel paper and other obligations or indebtedness owing to Maker; (ii) Maker's rights in, to and under all purchase orders for goods, services or other property; (iii) Maker's rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers' rights of rescission, replevin, reclamation and rights of stoppage in transit); (iv) monies due to or to become due to Maker under all contracts for the sale, lease, license, exchange or other disposition of goods or other property and/or the performance of services (whether or not yet earned by performance on the part of Maker); (v) uncertificated securities; and (vi) proceeds of any of the foregoing and all collateral security and guaranties of any kind given by any person with respect to any of the foregoing (the "Accounts"); b. All contracts, undertakings or agreements in or under which Maker may now or hereafter existinghave any right, whether for principal, interest, fees, costs, expenses title or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor interest relating to the Collateral Agent, the Trustee terms of payment or the Holders under this Agreement, terms of performance of any Account (the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor."Contracts");

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) 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 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) of the Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which the Pledgor is a party and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to the Interest Rate Hedging Agreements being herein collectively, called the "Loan 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 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) owing by the Pledgor to the Hedging Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Hedging Agreement the obligations of which by its terms are required to be secured by the Collateral, whether such Interest Rate Hedging Agreement is now in existence or hereinafter arising, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate 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 or preserve its security interest in the Collateral; and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of any kind of the Xxxxxxx under this AgreementPledgor referred to in clauses (i) through (iii) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any a Designated Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs; all such obligations, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party 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, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of the Pledgors other than the Borrower, all obligations of such Pledgor under the Subsidiary Guaranty in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. (a) This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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 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), whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities of any kind of the Xxxxxxx and indebtedness under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise clause (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiaryi), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Trustee liabilities or the Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral AgentSecured Hedging Agreements being herein collectively called, reasonable allocated costs the “Credit Document Obligations”); (ii) the full and expenses prompt payment when due (whether at stated maturity, by acceleration or otherwise) of in-house counsel all obligations, liabilities and legal staff) 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 enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted 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 each Secured Hedging Agreement, whether such Secured 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 Guaranty in respect of each Secured Hedging Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called, the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Indemnitee as to which such 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 (v)of this Section 1 being herein collectively called, the “Obligations”, it being acknowledged and agreed that the “ Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to timetime after the date of this Agreement. (b) (collectivelyNotwithstanding anything herein to the contrary, the "Secured Obligations"), now lien and security interest granted pursuant to this Agreement and the exercise of any right or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting remedy hereunder are subject to the generality provisions of the foregoing, this Intercreditor Agreement secures at any time the payment Intercreditor Agreement is in effect. In the event of all amounts that constitute part any conflict between the terms of the Secured Obligations Intercreditor Agreement and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture terms of the Intercreditor Agreement shall govern and control at any time the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorIntercreditor Agreement is in effect.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Parties to secure: (i) Interest Rate Protection Agreements, being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of the Pledgor pursuant to any kind guaranty by the Pledgor of any Interest Rate Protection Agreement entered into by the Xxxxxxx Borrower (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Protection Obligations"); (iii) 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 (as hereinafter defined); and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) - (iv) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) 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 or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the obligations applicable terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities of any kind of the Xxxxxxx and indebtedness under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise clause (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiaryi), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Trustee liabilities or the Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral AgentSecured Hedging Agreements, reasonable allocated costs being herein collectively called the “Credit Document Obligations”); (ii) the full and expenses prompt payment when due (whether at stated maturity, by acceleration or otherwise) of in-house counsel all obligations, liabilities and legal staff) 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 enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) owing by such Pledgor to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with, each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty in respect of each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Indemnitee as to which such 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 (v) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Pledge Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement; (ii) any and all sums advanced by the Pledgee in accordance with the terms hereof in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind of the Xxxxxxx under this AgreementPledgor, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees fees, applicable registration tax and stamp duty, and court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor 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 (iv) of this Section 1 being herein collectively called the "Obligations," it being acknowledged and with respect to agreed that the Collateral Agent, reasonable allocated costs and expenses "Obligations" shall include extensions of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against credit of the Pledgortypes described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Pledge Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Pledge Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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 such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party (including, without limitation, indemnities, fees and interest (including 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 other Credit Party 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 the due performance of 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 liabilities 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 (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement, including, all obligations, if any, of such Pledgor under the Subsidiary Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "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 of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any kind case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Xxxxxxx Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with any New Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the New Senior Notes (all such obligations and liabilities under this clause (iii) being herein collectively called the "New Senior Notes Obligations"); (iv) 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 (including, without limitation, indemnities, fees and interest (including 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 other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with any Refinancing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Refinancing Senior Notes (all such obligations and liabilities under this clause (iv) being herein collectively called the "Refinancing Senior Notes Obligations"); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interest therein; (vi) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (as defined hereinunder the Credit Agreement, any "event of default" under the New Senior Notes Documents or the Refinancing Senior Notes Documents or any payment default by the Borrower under any Secured Hedging Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. (a) This Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Existing Pari Passu Creditors, and the Additional Pari Passu Creditors (as hereinafter defined), if any (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 Bank Facility Agreements and all other Credit 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 Bank Facility Agreements (if a party thereto) and under any kind guaranty by it of the Xxxxxxx obligations under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined hereinBank Facility Agreements) and whether discharged, stayed or otherwise affected or allowed as a claim in the due performance and compliance by such Pledgor and any bankruptcy proceeding Borrower with the terms of the Subsidiary), and each such Credit Document (all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing such obligations and liabilities under this clause (i) being herein collectively called the “Bank Facility 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 amendedbe) and the Borrower to the Other Creditors, increasedwhether now existing or hereafter incurred under, modifiedarising out of or in connection with any Other Secured Document (including, renewedwithout limitation, refinancedall such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Other Secured Document) and the due performance and compliance by such Pledgor and the Borrower with the terms of each such Other Secured Document (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Secured Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, refunded by acceleration or extended from time 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 the Borrower to timethe Existing Pari Passu Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any documentation relating to the Existing Pari Passu Obligations (collectively, the “Existing Pari Passu Documents”) (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under the Existing Pari Passu Documents) and the due performance and compliance by such Pledgor and the Borrower with the terms of the Existing Pari Passu Documents (all such obligations and liabilities under this clause (iii) being herein collectively called the “Existing Pari Passu Obligations”); (iv) 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 the Borrower to the obligees under the Additional Pari Passu Documents (as hereinafter defined) (the “Additional Pari Passu Creditors”), whether now existing or hereafter incurred under, arising out of or in connection with any documentation relating to the Additional Pari Passu Obligations (as hereinafter defined) (collectively, the "Secured Obligations")“Additional Pari Passu Documents”) (including, now or hereafter existingwithout limitation, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality all such obligations and liabilities of such Pledgor under any guaranty by it of the foregoing, this Agreement secures obligations under the payment of all amounts that constitute part Additional Pari Passu Documents) and the due performance and compliance by such Pledgor and the Borrower with the terms of the Secured Obligations Additional Pari Passu Documents (all such obligations and would be owed liabilities under this clause (iv) being herein collectively called the “Additional Pari Passu Obligations”); (v) any and all sums advanced by the Pledgor Pledgee in order to preserve the Collateral Agent(as hereinafter defined) or preserve its security interest in the Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, the Trustee obligations, or the Holders under liabilities referred to in clauses (a) through (c) above after an Event of Default (such term, as used in this Agreement, shall mean any “Event of Default” at any time under, and as defined in, any of the Indenture Bank Facility Agreements, the Existing Pari Passu Documents and the Notes but Additional Pari Passu Documents 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 fact that they are unenforceable Collateral, or not allowable due to of any exercise by the existence Pledgee of a bankruptcyits rights hereunder, reorganization or similar proceeding involving together with reasonable and documented out-of-pocket attorneys’ fees and court costs of the Pledgor.Pledgee; and

Security for Obligations. This Agreement secures the payment of all of the obligations and liabilities of any kind of the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed made by the Pledgor to the Collateral AgentAgent for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the Loans in the maximum principal amount of One Hundred Forty Million Dollars ($140,000,000), lawful money of the United States of America, to be paid with interest in accordance with the Credit Agreement and all obligations and liabilities (including, without limitation, the Trustee principal of and interest on the notes issued, and loans made, under the Credit Agreement, all reimbursement obligations and unpaid drawings with respect to letters of credit issued under the Credit Agreement, and all indemnities, fees and interest thereon or owed thereunder); (ii) performance of all of Pledgor's other obligations under the Holders Credit Documents; (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Pledgor to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Agreement and the due performance and compliance by the Pledgor with all the terms, conditions and agreements contained in the Interest Rate Agreements; (iv) any and all sums advanced by the Collateral Agent in order to preserve or protect the Collateral or preserve or protect 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 the Pledgor referred to in clauses (i), (ii) and (iii) above after an Event of Default shall have occurred and be continuing, the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs; and (vi) all amounts as to which any indemnitee has the right to reimbursement under this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor"Obligations".

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of indebtedness (including, without limitation, principal, premium (including any kind of the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principalPrepayment Premium), interest, fees, costs, and indemnities (including in each case, without limitation, all interest, fees or expenses that accrue after the commencement of any case, proceeding or otherwise other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest, fee or expense is allowed in any such proceeding) of all Credit Parties to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents (including, in the case of Holdings or any Subsidiary Guarantor that becomes party hereto, all such obligations, liabilities and indebtedness of such Pledgor under the Holdings Guaranty or the applicable Subsidiary Guaranty, respectively) and the due performance and compliance by all Credit Parties of and with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i) except to the extent consisting of obligations, liabilities 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 arising at the stated maturity, by acceleration or accruing before or after the occurrence otherwise) of any Event of Default all obligations, liabilities and indebtedness (as defined herein) and whether dischargedincluding, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary)each case, and without limitation, all costsinterest, fees and expenses that accrue after the commencement of the Collateral Agentany case, the Trustee proceeding or the Holders (including reasonable attorneys' fees and expenses and with respect other action relating to the Collateral Agentbankruptcy, reasonable allocated costs and expenses insolvency, reorganization or similar proceeding of in-house counsel and legal staff) any Credit Party or any of its Subsidiaries at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest, fee or expense is instituted allowed in any such proceeding) owing by all Credit Parties to the Secured Creditors under, or with respect to (including, in the case of Holdings or any Subsidiary Guarantor that becomes party hereto, all such obligations, liabilities and indebtedness of such Pledgor under the Holdings Guaranty or the applicable Subsidiary Guaranty, respectively), each Secured Hedging Agreement to which such Credit Party is a party, whether such Secured Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by such Pledgor of and with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 12 of this Agreement; and (vi) all amounts owing to the Administrative Agent, the Pledgee or any of their respective 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 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (a) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of case, proceeding or other action relating to the Xxxxxxx under this Agreementbankruptcy, the Indenture insolvency, reorganization or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any Event of Default (as defined herein) and whether discharged, stayed Borrower or otherwise affected or allowed as a claim any Subsidiary thereof at the rate provided for in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding), reimbursement obligations, fees, costs and indemnities) of each Borrower owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document and the due performance and compliance by each Borrower with all of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under this clause (i), being herein collectively called the “Credit Document Obligations”); (b) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest hereunder in the foregoing Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (d) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (e) all amounts owing to the Administrative Agent or any other agent or any of their respective 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 (v) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (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 such Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Credit Document to which such Pledgor is a party (including, without limitation, indemnities, fees and interest (including 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 other Credit Party 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 the due performance of 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 liabilities with respect to Secured Credit Card Agreements and 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 (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Credit Card Agreement, including, all obligations, if any, of such Pledgor under its Guaranty in respect of Secured Credit Card Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Credit Card 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 of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, including, all obligations, if any, of such Pledgor under its Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (iii) being herein collectively called the "Hedging Obligations"); (iv) 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 (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any kind case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Xxxxxxx Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with each Existing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Existing Senior Notes (all such obligations and liabilities under this clause (iv) being herein collectively called the "Existing Senior Notes Obligations"); (v) 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 (including, without limitation, indemnities, fees and interest (including 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 other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with each Refinancing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Refinancing Senior Notes (all such obligations and liabilities under this clause (v) being herein collectively called the "Refinancing Senior Notes Obligations"); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interest therein; (vii) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, shall mean and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of include any Event of Default (as defined hereinunder the Credit Agreement, any "event of default" under the Existing Senior Notes Documents or the Refinancing Senior Notes Documents and any payment default by the Borrower under any Secured Credit Card Agreement, any Secured Hedging Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (viii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including, without limitation, the principal of and interest on the Notes issued by, and Loans made to, the Borrower under the Credit Agreement, all reimbursement obligations and unpaid drawings with respect to Letters of Credit, and all indemnities, fees, expenses and interest thereon or owed thereunder) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Credit Documents (including, without limitation, in the case of the Guarantor, all of its obligations and liabilities under its Guaranty) to which such Pledgor is a party and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such principal, interest, obligations and liabilities described in this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of such Pledgor to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any kind Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitation, in the case of the Xxxxxxx Guarantor, all of its obligations and liabilities under its Guaranty) and the due performance and compliance by such Pledgor with all the terms, conditions and agreements contained in the Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all reasonable sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any obligations or liabilities referred to in clauses (i) and (ii) above, upon the occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default (after the expiration of any applicable grace period) under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Indemnitee (as defined in Section 11 hereof) as to which such Indemnitee has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Company for the benefit of the Lender to secure: (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 Company, now existing or hereafter incurred under, arising out of or in connection with any Transaction Document (as defined in the Purchase Agreement) to which the Company is a party and the due performance of and compliance by the Company with the terms of each such Transaction Document (all such obligations and liabilities under this clause (i), being herein collectively called the “Transaction Document Obligations”); (ii) any and all sums advanced by the Lender in order to preserve the Collateral and/or its security interest therein; (iii) in the event of any kind proceeding for the collection of the Xxxxxxx under Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Lender of the Subsidiary)its rights hereunder, and all costs, together with reasonable attorneys’ fees and expenses court costs; and (iv) all amounts paid by the Lender as to which the Lender has the right to reimbursement under Section 11 of the Collateral Agentthis Agreement; all such obligations, the Trustee or the Holders (including reasonable attorneys' fees liabilities, sums and expenses and with respect to set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured “Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.”

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) 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 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) of the Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in the other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to the Applicable Hedging Agreements being herein collectively, called the "Loan 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 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) owing by the Pledgor to the Hedge Counterparties, whether now existing or hereafter incurred under, arising out of or in connection with any Applicable Hedging Agreement, whether such Applicable Hedging Agreement is now in existence or hereinafter arising, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in each such Applicable 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 or preserve its security interest in the Collateral; and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of any kind of the Xxxxxxx under this AgreementPledgor referred to in clauses (i) through (iii) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any a Designated Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agentcourt costs; all such obligations, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Companies for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, as amended from time to time, would become due) of the Borrower, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement, the Revolving Credit Notes, the Applications, and the Letters of Credit and the due performance and compliance by the Borrower with the terms of the Credit Agreement, the Revolving Credit Notes, the Applications and the Letters of Credit (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 U.S. Bankruptcy Code, as amended, from time to time, would become due) and liabilities of the Borrower, now existing or hereafter incurred under, arising out of or in connection with the Note Purchase Agreement and Senior Notes (all such obligations and liabilities under this clause (ii) being herein collectively called the "Senior Note Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any Event of Default under, and as defined in, the Note Purchase Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of realizing on the Collateral Agentin accordance with the terms of this Agreement, or of any exercise by the Trustee or the Holders (including Pledgee of its rights hereunder, together with reasonable attorneys' fees and expenses and with respect court costs incurred by the Pledgee in connection therewith; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each ------------------------ Pledgor for the benefit of the respective Secured Creditors to secure: (a) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Borrower to the Credit Facility Creditors, whether now existing or hereafter incurred, arising out of, or in connection with the Credit Agreement and the other Loan Documents to which the Borrower is a party (including, in the case of each Guarantor, all Guaranteed Credit Facility Obligations with respect thereto under this Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents (the "Credit Facility Obligations"); --------------------------- (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of any kind indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Xxxxxxx Borrower to the IRL Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the IRL Agreement, the other IRL Loan Documents to which the Borrower is a party (including, in the case of each Guarantor, all Guaranteed IRL Obligations with respect thereto under this Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, IRL Agreement and whether for principal, interest, fees, costs, expenses or otherwise such other IRL Loan Documents (whether arising or accruing before or after the occurrence of but in any Event of Default (event excluding Exchange Notes as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to timeIRL Agreement) (collectively, the "Secured IRL --- Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting ; ----------- (c) to the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed extent any Additional Debt Designation is executed by the Pledgor Borrower and delivered to the Collateral Agent, the Trustee full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness of the Holders Borrower to the Additional Debt Creditors, whether now existing or hereafter incurred, arising out of, or in connection with the Additional Debt Documents to the extent permitted by the Credit Agreement to which the Borrower is a party, (including, in 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 Indenture 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 Interest Rate Protection Agreement with the Other Creditors, Other Hedging Agreement with the Other Creditors or Other Debt Documents are is now in existence or hereafter arising, and the Notes but due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Other Debt Obligations (the "Other Debt Obligations"); ---------------------- (e) after an Event of Default any and all sums advanced by Collateral Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (f) in the event of any proceeding for the fact collection or enforcement of any indebtedness, obligations, or liabilities of the Collateral Agent referred to in clauses (a) - (d) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs; and (g) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 3.14 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (a) through (g) of this Section 3.1 being herein collectively called the "Obligations," it being acknowledged and agreed that they are unenforceable the "Obligations" shall ------------ include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not allowable due extended from time to time after the existence date of a bankruptcy, reorganization or similar proceeding involving the Pledgorthis Agreement.

Security for Obligations. This Agreement secures secures, in the case of each Grantor, the payment and performance of the following (collectively, the “Secured Obligations”): (a) 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 Obligations described in clause (a) of the obligations definition thereof (as defined in the Credit Agreement) and liabilities all principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any kind case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the Xxxxxxx under this Agreement, rate provided for in the Indenture or the Notesrespective documentation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether not a claim for principal, interestpost‑petition interest is allowed in any such proceeding), fees, costscosts and indemnities) of such Grantor to the Lender Creditors, expenses whether now existing or otherwise hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Grantor is a party (whether arising or accruing before or after including, without limitation, all such obligations, liabilities and indebtedness of such Grantor under the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and Credit Party Guaranty with respect to the Collateral AgentCredit Document Obligations (as defined in the Credit Party Guaranty)) and the due performance and compliance by such Grantor with all of the terms, reasonable allocated costs conditions and expenses agreements contained in each such Credit Document; (l) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of in-house counsel all obligations, liabilities and legal staff) 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 such Grantor at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) owing by such Grantor to each Secured Hedge Counterparty under any Secured Hedging Agreement, whether now in existence or hereafter arising (including, without limitation, all obligations, liabilities and indebtedness of such Grantor under the Credit Party Guaranty with respect to the Secured Hedge Obligations (as defined in the foregoing obligations Credit Party Guaranty)), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement; HN\1119607.7 (m) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities may and indebtedness (including, without limitation, all Obligations (as defined in the LC Procurement Agreement) 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 such 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) owing by such Grantor to the Payee under the LC Procurement Documents, whether now in existence or hereafter arising (including, without limitation, all obligations, liabilities and indebtedness of such Grantor under the Credit Party Guaranty with respect to the LC Procurement Document Obligations (as defined in the Credit Party Guaranty)), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each LC Procurement Document; (n) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral; (o) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Grantor referred to in clauses (a), (b) and (c) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; (p) all amounts paid by any Indemnitee (as defined below) as to which such Indemnitee has the right to reimbursement under Section 19 of this Agreement; and (q) all amounts owing to any Agent pursuant to any of the Credit Documents, Secured Hedging Agreements or LC Procurement Documents in its capacity as such; it being acknowledged and agreed that the Secured Obligations shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwisedate of this Agreement. Without limiting the generality of the foregoing, this Agreement secures 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 Creditor under the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes Secured Debt Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgorany Credit Party.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the following, whether now existing or hereafter incurred (the "SECURED OBLIGATIONS"): (a) In the case of the Borrower, the prompt performance and observance by the Borrower of all obligations of the Borrower under the Credit Agreement, the Notes, this Security Agreement and the other Credit Documents to which the Borrower is a party; (b) Subject to clause (c) of Section 28 hereof, in the case of the Guarantors, the prompt performance and observance by such Guarantor of all obligations of such Guarantor under the Credit Agreement, this Security Agreement and the other Credit Documents to which such Guarantor is a party, including, without limitation, its guaranty obligations arising under Section 4 of the Credit Agreement; and (c) All other indebtedness, liabilities, obligations and liabilities expenses of any kind of the Xxxxxxx under this Agreementor nature owing from any Credit Party to any Lender, the Indenture or the NotesAdministrative Agent or the Collateral Agent in connection with (i) this Security Agreement or any other Credit Document, whether liquidatednow existing or hereafter arising, unliquidateddue or to become due, direct, direct or indirect, fixed, absolute or contingent, maturedand howsoever evidenced, unmaturedheld or acquired, disputedtogether with any and all modifications, undisputedextensions, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence renewals and/or substitutions of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures (ii) collecting and enforcing the payment of all amounts that constitute part of the Secured Credit Party Obligations and would be owed by the Pledgor (iii) if and to the Collateral Agentextent agreed to by such Credit Party in the documentation evidencing same, the Trustee all liabilities and obligations owing from such Credit Party to any Lender or the Holders any Affiliate of any Lender arising under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due any Hedging Agreements relating to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorLoans.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (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 Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the due performance of and compliance by the Pledgor with the terms of the Credit Agreement (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Agreement Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as defined below) and/or its security interest therein; (iii) in the event of any kind proceeding for the collection of the Xxxxxxx under Obligations (as defined below) or the enforcement of this Agreement, the Indenture or the Notesafter an Event of Default (such term, whether liquidatedas used in this Agreement, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default (as defined hereinunder the Credit Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, together with reasonable attorneys’ fees and expenses court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of the Collateral Agentthis Agreement; all such obligations, the Trustee or the Holders (including reasonable attorneys' fees liabilities, sums and expenses and with respect to set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured “Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.”

Security for Obligations. This Agreement secures is made by each Pledgor for the payment benefit of the Secured Creditors to secure: (i) existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit 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) owing by such Pledgor to the Other Creditors 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 in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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 (to the extent provided for in the Credit Documents); (iv) in the event of any kind of proceeding for the Xxxxxxx under this Agreement, the Indenture collection or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (as such term is defined hereinin the Security Agreement) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent, reasonable allocated costs and expenses right to reimbursement under Section 11 of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against this Agreement. whether outstanding on the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) 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 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) of the Pledgor owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Third-Lien Credit Agreement and the other Credit Documents to which the Pledgor is a party and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Third-Lien Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), entitled to the benefits of this Agreement being herein collectively called the "Credit Document Obligations"); (ii) any and all sums advanced by the Pledgee or the Lenders in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind of the Xxxxxxx under this AgreementPledgor referred to in clause (i) above, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any an Event of Default (as defined herein) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agentright to reimbursement under Section 11 of this Agreement; and (v) 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, reasonable allocated costs liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted (as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Xxxxxxx under this Agreementindebtedness (including, the Indenture or the Noteswithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, Credit Hedging Agreements, Pari-Pasu Hedging Agreements, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any Event of Default (as defined herein) and whether dischargedcase, stayed proceeding or otherwise affected other action relating to the bankruptcy, insolvency, reorganization or allowed as a claim in any bankruptcy similar proceeding of any Pledgor at the Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is instituted allowed in any such proceeding) of such Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the foregoing Subsidiary Guaranty)) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) 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; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) 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 (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time) (collectively, time after the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities of any kind of the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise clause (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiaryi), and all costs, fees and expenses except to the extent consisting of the Collateral Agent, the Trustee obligations or the Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the Collateral Agent“Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, reasonable allocated costs and expenses by acceleration or otherwise) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing all obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed owing by the such Pledgor to the Collateral AgentOther Creditors under, or with respect to (including, in the Trustee case of each Pledgor which is a Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or the Holders under this Other Hedging Agreement, the Indenture whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the Notes but for due performance and compliance by such Pledgor with all of the fact that they are unenforceable or not allowable due to terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.“Other Obligations”);

Security for Obligations. This The Lien and security interest created in the Collateral under this Agreement secures the payment of constitutes continuing collateral security for all of the obligations following obligations, whether direct or indirect, absolute or contingent, and liabilities whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by Eastside, the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of any kind all amounts from time to time owing by it in respect of the Xxxxxxx under Securities Purchase Agreement, this Agreement, the Indenture or Notes and the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredother Transaction Documents (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full), and whether for principal(ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Obligations (as defined in the Guaranties) under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, feesmake-whole and other amounts on the Notes (including, costswithout limitation, expenses or otherwise (whether arising or accruing before or all interest, make-whole and other amounts that accrues after the occurrence commencement of any Event Insolvency Proceeding of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the PledgorGrantor, whether or not suit the payment of such interest is instituted enforceable or is allowable in such Insolvency Proceeding), and (as B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the foregoing Transaction Documents (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full); and (b) the due and punctual performance and observance by each Grantor of all of its other obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) time existing in respect of any of the Transaction Documents (collectively, including the "Secured Obligations"Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full), now including without limitation, with respect to any conversion or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality redemption rights of the foregoing, this Agreement secures Noteholders under the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorNotes.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including, without limitation, the principal of and interest on the Notes issued by, and Loans made to, the Borrower under the Credit Agreement and all indemnities, fees, expenses and interest thereon or owed thereunder) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Credit Documents (including, without limitation, in the case of the Guarantor, all of its obligations and liabilities under its Guaranty) to which such Pledgor is a party and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and liabilities of any kind of agreements contained in the Xxxxxxx under this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, Credit Agreement and whether for such other Credit Documents (all such principal, interest, feesobligations and liabilities described in this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) any and all reasonable sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any obligations or liabilities referred to in clauses (i) and (ii) above, costs, expenses or otherwise (whether arising or accruing before or after upon the occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement and shall include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "Secured Obligations"), now or hereafter existing, whether for principal, interest, fees, court costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.; and

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor, whether now existing or hereafter incurred under, arising out of or in connection with any Loan Document to which such Pledgor is a party and the due performance and compliance by such Pledgor with the terms of each such 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 "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, whether now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of the Pledgors other than the Borrower, all obligations of such Pledgor under Article X of the Credit Agreement or the Subsidiary Guaranty, as the case may be, in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) 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; (iv) in the event of any kind proceeding for the collection or enforcement of the Xxxxxxx under any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, the Indenture or the Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as defined hereinhereinafter defined)) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Trustee or the Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agentright to reimbursement under Section 11 of this Agreement; all such obligations, reasonable allocated costs liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, this Section 1 being herein collectively called the "Secured Obligations."), now or hereafter existing, whether for principal, interest, fees, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent, the Trustee or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Security for Obligations. This Agreement The Pledged Collateral secures and shall hereafter secure (i) the payment by Debtor to the Holders or Secured Party of all of indebtedness now or hereafter owed to the Holders or Secured Party by Debtor in connection with the transactions related to the Notes and the Indenture (the "BOSSIER CITY FINANCING"), whether at stated maturity, by acceleration or otherwise, including, without limitation, Debtor's obligations under the Indenture, the Notes or any related documents securing the obligations thereunder, together with any interest thereon, payments for early termination, fees, expenses, increased costs, indemnification or otherwise, in connection therewith and extensions, modifications and renewals thereof, (ii) the performance by Debtor of all other obligations and the discharge of all other liabilities of any Debtor to the Holders or Secured Party of every kind of and charac-ter arising from the Xxxxxxx under this Agreement, the Indenture or the NotesBossier City Financing, whether liquidated, unliquidated, direct, direct or indirect, fixed, absolute or contingent, matureddue or to become due, unmaturednow existing or hereafter arising, disputedjoint, undisputedseveral, legaljoint and several (i.e., equitable, secured or unsecuredsolidary), and whether for principalcreated under this Agreement or any other agreement to which Debtor and Secured Party are parties, interest, fees, costs, expenses (iii) any and all sums advanced by Secured Party in order to preserve the Pledged Collateral or otherwise preserve Secured Party's security interest in the Pledge Collateral (whether arising or accruing before or after the occurrence of any Event of Default (as defined herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the Subsidiarypriority thereof), and all costs, fees and (iv) the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral AgentPledged Collateral, of any proceeding for the Trustee collection or the Holders (including enforcement of any indebtedness, obligations or liabilities of Secured Party referred to above, or of any exercise by Secured Party of its rights hereunder, together with reasonable attorneys' fees and expenses disbursements and with respect to the Collateral Agent, reasonable allocated court costs and expenses of in-house counsel and legal staff) in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time) (collectively, the "OBLIGATIONS"). All payments and performance by Debtor with respect to any Obligations shall be in accordance with the terms under which said indebtedness, obligations and liabilities were or are hereafter incurred or created. Security for Obligations. The Pledged Collateral secures and shall hereafter secure (i) the payment by Debtor to the Holders or Secured ObligationsParty of all indebtedness now or hereafter owed to the Holders or Secured Party by Debtor in connection with the transactions related to the Notes and the Indenture (the "BOSSIER CITY FINANCING"), now whether at stated maturity, by acceleration or hereafter existingotherwise, whether including, without limitation, Debtor's obligations under the Indenture, the Notes or any related documents securing the obligations thereunder, together with any interest thereon, payments for principal, interestearly termination, fees, expenses, increased costs, expenses indemnification or otherwise. Without limiting , in connection therewith and extensions, modifications and renewals thereof, (ii) the generality performance by Debtor of all other obligations and the foregoingdischarge of all other liabilities of Debtor to the Holders or Secured Party of every kind and charac-ter arising from the Bossier City Financing, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, joint, several, joint and several (i.e., solidary), and whether created under this Agreement secures or any other agreement to which Debtor and Secured Party are parties, (iii) any and all sums advanced by Secured Party in order to preserve the payment Pledged Collateral or preserve Secured Party's security interest in the Pledge Collateral (or the priority thereof), and (iv) the expenses of all amounts that constitute part retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Collateral, of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of Secured Obligations Party referred to above, or of any exercise by Secured Party of its rights hereunder, together with reasonable attorneys' fees and would be owed by the Pledgor to the Collateral Agentdisbursements and court costs (collectively, the Trustee "OBLIGATIONS"). All payments and performance by Debtor with respect to any Obligations shall be in accordance with the terms under which said indebtedness, obligations and liabilities were or the Holders under this Agreement, the Indenture and the Notes but for the fact that they are unenforceable hereafter incurred or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgorcreated.