Common use of Security for Obligations Clause in Contracts

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or and performance in full when due, whether at stated maturity, by required prepayment, declarationacceleration or demand in accordance with the Credit Agreement, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a))otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and liabilities of every nature of PFC now whether or hereafter existing under or arising out of or in connection with the Bondsnot evidenced by a Loan Document (including, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if anywithout limitation, interest (including without limitation interest and other amounts that, but for the filing of a petition in bankruptcy with respect to PFCany Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, indemnities reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent or any other Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor Grantors now or hereafter existing under this Agreement (all collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such obligations of Grantor, together with that such Grantor has rights in its Collateral existing at the Underlying Debt, being date of this Agreement and that such Grantor and the "Secured Obligations")Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (a) after the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation issuance of the automatic stay under Section 362(a) Preferred Stock, the joint and several obligations of the Bankruptcy CodeCompany, 11 U.S.C. the Pledgors and other subsidiaries of the Company pursuant to Section 362(a)), 8 of all obligations and liabilities the Certificate of every nature Designation to repurchase Preferred Stock on the happening of PFC now or hereafter existing under or arising out certain conditions set forth in the Certificate of or Designation at a repurchase price equal to the Liquidation Preference in connection with the Bonds, Indenture and Mortgage Documents and all amendments, extensions or renewals respect thereof, whether for principalas defined in the Certificate of Designation, premiumconsisting of, if anyat any time, interest (including without limitation interest that$10.00 per share of Preferred Stock, but for plus accumulated and unpaid dividends thereon through the filing date of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidateddetermination, whether or not jointly owed with othersfunds 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, Pledgors 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 covenant, agreement, representation or warranty of the Company herein 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 Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Obligee or any Holder Collateral Agent as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature (whether of Grantor payment, of performance or otherwise) of the Company, the Pledgors 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, interest (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, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter existing under this Agreement made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (all such obligations of Grantor, together with the Underlying Debt, foregoing being hereinafter collectively referred to as the "Secured ObligationsSECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a(S)362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the BondsNote Purchase Agreement, Indenture the Guaranty and Mortgage the other Basic Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Debtor now or hereafter existing under or arising out of or in connection with the BondsTerm Loan Agreement dated as of the date hereof, Indenture between the Debtor and Mortgage Documents Secured Party (the "Term Loan Agreement"), and the Non-Recourse Promissory Note and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCDebtor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Debtor now or hereafter existing under this Agreement (all such obligations of GrantorDebtor, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Guaranty and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Obligations and all amendments, renewals or extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations), fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder other Credit Party as a preference, fraudulent transfer transfer, or otherwise (all such obligations and liabilities being the "“Underlying Debt"”), and all payment obligations of every nature of Grantor each Pledgor now or hereafter existing under Section 14 of this Agreement (all such obligations of GrantorPledgors, together with the Underlying Debt, being the "“Secured Obligations"”).

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

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Grantors now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Guaranty and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of any Grantor now or hereafter existing under this Agreement (all such obligations of GrantorGrantors, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Subject to the terms of the Intercreditor Agreement secures, with respect to rights and remedies between the Collateral Agent and the Term Collateral Agent, this Agreement is collateral security for, made by (A) each Pledgor for the benefit of the Secured Creditors to secure the full and prompt payment or performance in full when due, due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Codeall obligations, 11 U.S.C. Section 362(a))liabilities and indebtedness (including, of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bondswithout limitation, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including including, without limitation limitation, all interest thatthat accrues after the commencement of any case, but proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedrespective documentation, whether or not jointly owed with othersa claim for post-petition interest is allowed in any such proceeding) and reimbursement obligations under Letters of Credit, fees, costs and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion indemnities) of such obligations or liabilities that are paid, Pledgor owing to the extent Secured 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 event such Pledgor is a Guarantor, all or any part such obligations, liabilities and indebtedness of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preferencePledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, fraudulent transfer or otherwise conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations obligations, liabilities and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing indebtedness under this Agreement clause (all such obligations of Grantori) being herein, together with collectively, the Underlying Debt, being the "Secured “Credit Document Obligations"”).;

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a(S)362(a)), of all obligations and liabilities of every nature of PFC each Pledgor now or hereafter existing under or arising out of or in connection with the BondsCredit Agreement, Indenture the Guaranty and Mortgage Documents the other Loan Documents, and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCeach Pledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Agent or any Holder Bank as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor each Pledgor now or hereafter existing under this Agreement and under any other Loan Document heretofore, now or hereafter delivered by each Pledgor to Agent, and all extensions, renewals, restatements, supplements, amendments or modifications thereof or thereto (all such obligations of Grantoreach Pledgor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a(S)362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the BondsCredit Agreement, Indenture the Guaranty and Mortgage Documents the other Loan Documents, and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Agent or any Holder Bank as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement and under any other Loan Document heretofore, now or hereafter delivered by Pledgor to Agent, and all extensions, renewals, restatements, supplements, amendments or modifications thereof or thereto (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

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

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

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

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

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

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

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

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Obligations and all amendments, renewals or extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations), fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurredincurred (but in each case (for purposes of determinations on and after the occurrence of a Trigger Event) subject to the limitations on the principal amount of Obligations set forth in the definition of “Qualified Obligations”), and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Collateral Agent or any Holder Creditor as a preference, fraudulent transfer transfer, or otherwise (all such obligations and liabilities being the "“Underlying Debt"”), and all payment obligations of every nature of Grantor the Company or any other Pledgor now or hereafter existing under Section 13 of this Agreement (all such obligations of GrantorPledgors, together with the Underlying Debt, being the "“Secured Obligations"”).

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC IV-1 and IV-2 now or hereafter existing under or arising out of or in connection with the BondsLoan Agreements, Indenture and Mortgage Documents now or hereafter existing, and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCIV-1 or IV-2, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, (i) the prompt payment or and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code or any successor provision thereto, and all interest accruing on the payment obligations set forth in the Note after the filing of a petition by or against the Pledgor under the Bankruptcy Code, 11 U.S.C. Section 362(a)in accordance with the Note whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code), of all obligations and liabilities of every nature of PFC Pledgor under the Note, whether now existing or hereafter existing under or arising out of or in connection with the Bondsarising, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Pledgee as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and (ii) all obligations or liabilities of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Immediately upon occurrence of the Grant Effectiveness Condition, this Agreement securesshall secure, and the Pledged Collateral is will be collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the BondsSubordinated Loan Agreement and the other Loan Documents, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Following occurrence of the Grant Effectiveness Condition, this Agreement securesshall secure, and the Collateral is will be collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under or arising out of or in connection with the BondsSubordinated Loan Agreement and the other Loan Documents, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCGrantor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section § 362(a)), of all obligations and liabilities of every nature of PFC Borrower now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Credit Agreement and Mortgage the other Loan Documents and all amendments, renewals or extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations), fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer transfer, or otherwise and of each Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor each Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgors, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, secures and the Collateral is collateral security for, for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that 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)), sec.362(a) whether or not a claim is allowed therefor) of all obligations and liabilities of every nature of PFC the Debtor to the Secured Party, now or hereafter existing existing, including, without limitation, the obligations of the Debtor under the Note, any other promissory note, document or arising out of or in connection with the Bonds, Indenture and Mortgage Documents instrument delivered pursuant thereto and all amendments, extensions or renewals thereof, and in any case whether for principal, premium, if any, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to PFCthe Debtor, would accrue on such obligations), attorneys' fees, expenses, indemnities expenses or otherwise, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, (including participations or any interest of Secured Party in indebtedness of the Debtor to others), absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and including, without limitation, all obligations of every nature of Grantor the Debtor now or hereafter existing under this Agreement (all such obligations of Grantorthe Debtor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

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

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Obligations and all amendments, renewals or extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations), fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer transfer, or otherwise (all such obligations and liabilities being the "“Underlying Debt"”), and all payment obligations of every nature of Grantor each Pledgor now or hereafter Form of Pledge Agreement existing under Section 14 of this Agreement (all such obligations of GrantorPledgors, together with the Underlying Debt, being the "“Secured Obligations"”).

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when duedue in accordance with the terms of the Credit Agreement and other Loan Documents, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) or any successor provision), of all obligations Obligations and liabilities Guarantied Obligations (as defined in the Guaranty) of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents each Grantor and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Grantor, would accrue on such obligations, whether or not a claim is allowed or allowable against any Grantor for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of each Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Grantors being the "Secured ObligationsSECURED OBLIGATIONS").

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a'SS'362(a)), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under or arising out of or in connection with the BondsTerm Loans under the Amended Credit Agreement and the Term Loan Notes, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCGrantor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Agent or any Holder Term Loan Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Grantor being the "Secured ObligationsSECURED OBLIGATIONS").

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Obligations and all amendments, renewals or extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations), fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer transfer, or otherwise (all such obligations and liabilities being the "“Underlying Debt"”), and all payment obligations of every nature of Grantor each Pledgor now or hereafter existing under Section 14 of this Agreement (all such obligations of GrantorPledgors, together with the Underlying Debt, being the "“Secured Obligations"”).

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise taking into account any applicable grace, notice or cure period (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)ss.362(a) or similar provision of any foreign law), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Guaranty and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCCompany, would accrue on such obligationsobligations whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Interest Rate Agreements in accordance with the terms of the applicable Interest Rate Agreement, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a(S)362(a)), of all obligations and liabilities of every nature nature, of PFC each Grantor now or hereafter existing under or arising out of or in connection with the Bondsany Financing Agreement, Indenture and Mortgage Documents any other Loan Document or any Hedge Agreement and all amendments, extensions or renewals thereofof any of the foregoing, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Collateral Agent or any Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of each Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, foregoing being referred to herein collectively as the "Secured Obligations").

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

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

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

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Guaranty and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a(S)362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Pledgor and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCNote, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Guaranty and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCCompany, would accrue on such obligations), reimbursement for amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations 348 of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(aSection362(a)), of (i) all obligations and liabilities of every nature of PFC Valhi now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Subordinated Promissory Note and all amendments, extensions or renewals thereofthereof and any agreements or instruments entered into in connection therewith, and (ii) all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Second SPT Guaranty, in the case of each of clauses (i) and (ii) whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCValhi or Pledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

Security for Obligations. (a) This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Grantors now or hereafter existing under or arising out of or of, in connection with with, or related to the Bonds, Indenture Credit Agreement and Mortgage the other Credit Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest interest, fees (including without limitation attorneys' fees), expenses, costs or any other amount or claim that, but for the filing of a petition in bankruptcy with respect to PFCany Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Party, the Issuing Bank or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor Grantors now or hereafter existing under this Agreement (all such obligations of GrantorGrantors, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

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

Security for Obligations. This Agreement securesTo secure the full and punctual payment and performance by the Guarantors of all duties, responsibilities and obligations of Guarantors under this Agreement, the Mortgages, the Security Agreement, the Guaranty and the other Loan Documents to which each is a party and of the Borrower under this Agreement, the Credit Agreement, the Mortgages, 3 108669615\V-1 108669615\V-1 US_Active\114496936\V-5 the Notes and the other Loan Documents to which Borrower is a party, and the Collateral is collateral full and punctual payment and performance of the Hedge Obligations (such duties, responsibilities and obligations are hereinafter referred to as the “Obligations”), each Assignor hereby assigns, conveys, grants, pledges, and hypothecates to Agent for the benefit of the Lenders and the holders of the Hedge Obligations a first-in-lien-priority continuing security forinterest in and to the following property of such Assignor, in each case whether certificated or uncertificated, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the prompt payment or performance in full when due“Collateral”): the Accounts, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents and all amendmentscash, extensions or renewals thereofchecks, whether for principaldrafts, premiumcertificates, passbooks, instruments and other amounts, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased deposited or extinguished held (whether by physical possession, book entry or otherwise) in and/or evidencing any of the Accounts; any and later increased, created or incurredall investments from funds in the Accounts, and all cash, checks, drafts, certificates, pass-books and instruments, if any, from time to time invested or held (whether by physical possession, book entry or otherwise) in and/or evidencing the investments, or in any portion of such obligations them; all interest, dividends, cash, instruments and other property from time to time held (whether by physical possession, book entry or liabilities that are paidotherwise) in, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preferencereceived, fraudulent transfer receivable, or otherwise payable in respect of, or in exchange for, any or all of the foregoing; all present and future accounts, contract rights, chattel paper (all whether tangible or electronic), deposit accounts, documents, general intangibles (including, without limitation, payment intangibles and software), goods, instruments (including, without limitation, promissory notes), investment property, security entitlements, securities accounts, letter of credit rights, letters of credit, money, supporting obligations (in each case as such obligations and liabilities being terms are defined in the "Underlying Debt"UCC), and any other rights and interests pertaining to any of the foregoing, all obligations of every nature of Grantor documents, instruments or passbooks now or hereafter existing evidencing the Accounts, all contract rights and claims in respect of the Lockbox or the Accounts, all replacements, substitutions, renewals, products or proceeds of any of the foregoing, and all powers, options, rights, privileges and immunities pertaining thereto (including the right to make withdrawals therefrom); and all proceeds of any or all of the foregoing of every type. Agent shall have with respect to the Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under this Agreement (all the UCC, as if such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations")rights and remedies were fully set forth herein.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of of, all obligations and liabilities of every nature of PFC any Obligor now or hereafter existing under or arising out of or in connection with the BondsNote Purchase Agreement and the other Basic Documents, Indenture and Mortgage Documents and in each case together with all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations, whether or not a claim is allowed against Pledgor for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party the Lender or any Holder other Beneficiary as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Obligors being the "“Secured Obligations"”).

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

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, (i) the prompt payment or and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section ss. 362(a) and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506 (b), or any successor provision thereto), of all obligations and liabilities of every nature of PFC FMI under the Facility Documents, whether now existing or hereafter existing under or arising out of or in connection with the Bondsarising, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party the Collateral Agent or any Holder Beneficiaries as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and (ii) all obligations of the Pledgors under their Guarantees (the "Guarantee Obligations") and (iii) all obligations or PLEDGE AGREEMENT liabilities of every nature of Grantor Pledgors now or hereafter existing under this Agreement (all such obligations of GrantorPledgors, together with the Underlying DebtDebt and the Guarantee Obligations, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepaymentredemption, declarationconversion, repurchase, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all obligations and liabilities of every nature of PFC Company now or hereafter existing under or arising out of or in connection with this Agreement or any of the BondsIndenture Documents, Indenture and Mortgage Documents and together with all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations, whether or not a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Collateral Agent as a preference, fraudulent transfer or otherwise (otherwise; all such other loans and future advances made by Collateral Agent to any Pledgor and all other debts, obligations and liabilities of each Pledgor or every kind and character now or hereafter existing in favor of Collateral Agent, whether direct or indirect, primary or secondary, joint or several, fixed or contingent, secured or unsecured, and whether originally payable to Collateral Agent or to a third party and subsequently acquired by Collateral Agent, it being the "Underlying Debt")contemplated that any Pledgor may hereafter become indebted to Collateral Agent for such further debts, obligations and liabilities; and all obligations of every nature of Grantor Pledgors now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Pledgors being the "“Secured Obligations"”).

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

Security for Obligations. This Agreement secures, secures and the Collateral is collateral security for, for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand declaration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), ) of all obligations and liabilities of every nature of PFC Borrower now or hereafter existing under the Credit Agreement (including, without limitation, all Obligations as defined in the Credit Agreement), and any promissory note or arising out of other document or in connection with the Bonds, Indenture and Mortgage Documents instrument delivered pursuant thereto and all amendments, extensions or renewals thereofthereof or hereof, whether for principal, premium, if any, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to PFCthe Borrower, would accrue on such obligationsobligations whether or not a claim is allowed against Borrower in any such bankruptcy proceeding), fees, expenses, indemnities expenses or otherwise, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Collateral Agent as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Borrower now or hereafter existing under this Agreement (all such obligations of GrantorBorrower, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under this Agreement or arising out of or in connection with the Bonds, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest Parent Guaranty (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations, whether or not a claim is allowed against Pledgor for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Noteholder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Pledgor being the "“Secured Obligations"”); provided, however, upon the exercise by Secured Party of the voting rights granted to Secured Party pursuant to Section 8(c), the Secured Obligations will not be increased by any subsequent increase in the principal balance of the Notes or any new indebtedness for borrowed money.

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 1 U.S.C. Section (S) 362(a)), of all obligations and liabilities of every nature nature, of PFC Grantors now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Credit Agreement and Mortgage any other Loan Documents and the Lender Hedging Agreements and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to PFCany Grantor, would accrue on such obligationsobligations whether or not a claim is allowed against such Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Hedging Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Collateral Agent or any Secured Party or any Holder Interest Rate Exchanger as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Grantors now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Grantors being the "Secured Obligations").

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

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

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section (S) 362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Loan Agreement and Mortgage the other Loan Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, Pledgor would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

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

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(aSection362(a)), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Credit Agreement and Mortgage the other Loan Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), ) and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations").every

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section article 362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture DIP Credit Agreement and Mortgage the other Loan Documents and all amendments, extensions or renewals thereof, whether for principal, premiuminterest, if any, interest (including without limitation interest that, but for the filing reimbursement of a petition in bankruptcy with respect to PFC, would accrue on such obligations)amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations"). SECTION 3.

Security for Obligations. This Agreement secures, secures and the Collateral is collateral security for, for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand declaration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), ) of all obligations and liabilities of every nature of PFC Holding now or hereafter existing under the Credit Agreement, including, without limitation, all Obligations under the Credit Agreement and any promissory note or arising out of other document or in connection with the Bonds, Indenture and Mortgage Documents instrument delivered pursuant thereto and all amendments, extensions or renewals thereofthereof or hereof, whether for principal, premium, if any, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to PFCthe Holding or Borrower, would accrue on such obligations, whether or not a claim is allowed against Holding or Borrower in any such bankruptcy proceeding), fees, expenses, indemnities expenses or otherwise, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Collateral Agent as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Holding now or hereafter existing under this Agreement (all such obligations of GrantorHolding, together with the Underlying Debt, being the "Secured Obligations").

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

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCCompany, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Pledgor being the "Secured ObligationsSECURED OBLIGATIONS").

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

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, (i) the prompt payment or and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code or any successor provision thereto, and all interest accruing on the Obligations after the filing of a petition by or against the Pledgor or any of its Subsidiaries under the Bankruptcy Code, 11 U.S.C. Section 362(a)in accordance with and at the rate (including the Default Rate) specified in the Bridge Loan Agreement whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code), of all obligations and liabilities of every nature of PFC Pledgor under the Loan Documents, whether now existing or hereafter existing under or arising out of or in connection with the Bondsarising, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, incurred and all or any portion of such obligations or liabilities that are paid, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), ) and (ii) all obligations or liabilities of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section SECTION 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Borrower now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Credit Agreement and Mortgage the other Loan Documents and all amendments, renewals or extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCany Pledgor, would accrue on such obligations), fees, expenses, indemnities indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Lender as a preference, fraudulent transfer transfer, or otherwise and of each Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty, (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor each Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgors, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

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

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

Security for Obligations. This Agreement secures, secures the indefeasible payment and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Secured Obligations now or hereafter existing under or arising out of or in connection with the BondsRevolving Credit Agreement, the Term Loan Credit Agreement, the Subordinated Notes, the Convertible Debentures, the Revolving Secured Hedge Agreements, the Cash Management Agreements, the Subordinated Indenture, the Subordinated Indenture Guarantees, the Convertible Indenture, the Convertible Indenture Guarantees, and Mortgage Documents and all amendments, extensions or renewals thereofeach other Transaction Document, whether for principal, premiuminterest, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations)costs, fees, expenses, indemnities or otherwise, and all other obligations of the Pledgor[, the Borrower](57) or any other Loan Party, or [Atlantic Power](58)or any Subordinated Indenture Guarantor or any Convertible Indenture Guarantor to any Secured Party pursuant to any of the Transaction Documents, now or hereafter owing, howsoever created, arising or evidenced, whether voluntary direct or involuntaryindirect, primary or secondary, fixed or absolute or contingent, joint or several, regardless of how evidenced or arising, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, liquidated contingent or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement or due or to become due (all such Secured Obligations and such other obligations of Grantor, together with such persons being collectively referred to as the Underlying Debt, being the "Secured “Pledged Obligations"”).

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Pledgors now or hereafter existing under or arising out of or in connection with the BondsNote and Warrant Purchase Agreement, Indenture and Mortgage Documents the other Transaction Documents, and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to PFCthe Company or any other Pledgor, would accrue on such obligations, whether or not such interest is an allowed claim), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")Collateral Agent, and all obligations of every nature of Grantor Pledgors now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying DebtPledgors, being the "Secured Obligations").

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

Security for Obligations. (a) This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under or arising out of or of, in connection with with, or related to the Bonds, Indenture Credit Agreement and Mortgage the other Credit Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest interest, fees (including without limitation attorneys' fees), expenses, costs or any other amount or claim that, but for the filing of a petition in bankruptcy with respect to PFCGrantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party Party, the Issuing Bank or any Holder Lender as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture and Mortgage Documents Note and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying DebtUNDERLYING DEBT"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured ObligationsSECURED OBLIGATIONS").

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

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)), of all Secured Obligations of Issuer. “Secured Obligations” means all obligations and liabilities of every nature of PFC Issuer to Secured Party and Note Holders now or hereafter existing under or arising out of or in connection with the BondsNote Purchase Agreement and the other Note Documents, Indenture and Mortgage Documents and in each case together with all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCIssuer, would accrue on such obligations, whether or not a claim is allowed against Issuer for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Note Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "Secured Obligations")Agreement.

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Purchase Agreement and Mortgage Documents the Promissory Note and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including including, without limitation limitation, interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed owned with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of GrantorPledgor, together with the Underlying Debt, being the "Secured Obligations").

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment promptpayment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section §362(a)) or any similar or comparable laws of jurisdictions outside the United States), of all obligations and liabilities of every nature of PFC NSE or any of its affiliates now or hereafter existing under or arising out of or in connection with the Bonds, Indenture Obligations (as defined in the Collateral Agency and Mortgage Documents Intercreditor Agreement) and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCNSE or any of its affiliates, would accrue on such obligationsObligations, whether or not a claim is allowed against NSE and its affiliates for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities Obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder Benefitted Party as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor NSE or its affiliates now or hereafter existing under this Agreement any Senior Secured Loan Document (all such obligations of Grantor, together with the Underlying Debt, NSE and its affiliates being the "“Secured Obligations"”).

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

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(ass.362(a)), of all obligations and liabilities of every nature of PFC Pledgor now or hereafter existing under or arising out of or in connection with the BondsInvestment Agreement and the Subordinated Note Agreement, Indenture and Mortgage Documents and in each case together with all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFCPledgor, would accrue on such obligations, whether or not a claim is allowed against Pledgor for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "Underlying Debt")otherwise, and all obligations of every nature of Grantor Pledgor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, Pledgor being the "Secured Obligations").

Security for Obligations. This Agreement securesAs security for the payment and performance of the Obligations, Grantor does hereby pledge, assign, transfer, deliver and the Collateral is collateral grant to Secured Party a continuing and unconditional first priority security forinterest in and to any and all property of Grantor, the prompt payment of any kind or performance in full when duedescription, tangible or intangible, wheresoever located and whether at stated maturitynow existing or hereafter arising or acquired, by required prepayment, declaration, acceleration, demand or otherwise (including the payment following (all of amounts that would become due but which property for Grantor, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”): all property of, or for the operation of the automatic stay under Section 362(a) of the Bankruptcy Codeaccount of, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC Grantor now or hereafter existing under coming into the possession, control or arising out of custody of, or in connection with the Bondstransit to, Indenture and Mortgage Documents and all amendments, extensions or renewals thereof, whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to PFC, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preferenceagent or bailee for Secured Party or any parent, fraudulent transfer affiliate or otherwise subsidiary of Secured Party or any participant with Secured Party in the Obligations (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all such obligations cash, earnings, dividends, interest, or other rights in connection therewith and liabilities being the "Underlying Debt")products and proceeds therefrom, including the proceeds of insurance thereon; and the additional property of Grantor, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor's books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of Grantor's right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows: All Accounts and all goods whose sale, lease or other disposition by Grantor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Grantor, or rejected or refused by an Account Grantor; All Inventory, including raw materials, work-in-process and finished goods; All goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures; All Software and computer programs; All Securities, Investment Property, Financial Assets and Deposit Accounts; All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health-Care-Insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles; All real estate property owned by Grantor and the Underlying Debtinterest of Grantor in fixtures related to such real property; and All Proceeds (whether Cash Proceeds or Non-cash Proceeds) of the foregoing property, being including all insurance policies and proceeds of insurance payable by reason of loss or damage to the "Secured Obligations")foregoing property, including unearned premiums, and of eminent domain or condemnation awards.