Common use of Security for Secured Obligations Clause in Contracts

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the PledgorPledgors: (a) all liabilities and obligations, including obligations owing to of the Collateral Agent Pledgors under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeFinancing Documents, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, (i) in the case of the Borrowers, all principal of and interest on the Loans, all reimbursement obligations in respect of Letters of Credit and all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit Agreement or any other Financing Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (ii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its respective Pledgor Guarantee; (b) all Swap Obligations of the Pledgors to extent such Swap Obligations are required or permitted under the Credit Agreement and are due and owing to any Secured Party; and (c) all Banking Services Obligations of the Pledgors; and in each case under (a), (b) and (c) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and The security interest created hereby in the Collateral constitutes continuing collateral security for all of Pledgor secure the full following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): (a) the prompt payment by the Company and prompt paymenteach Guarantor, at any time and from time to time as and when due and payable (whether at the stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by the following liabilities and obligations Company or any Guarantor in respect of the Pledgor: (a) all liabilities and obligationsSecurities Purchase Agreement, including obligations owing to the Collateral Agent under Notes and/or the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Transaction Documents, including, without limitation, interest accruing after (i) all Obligations, (ii) in the filing case of a petition or commencement Guarantor, all amounts from time to time owing by such Guarantor in respect of a case by or with respect its guaranty made pursuant to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcyGuarantee Agreement, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, all obligations guaranteed by such Guarantor and (iii) all interest, fees, commissions, charges, expense reimbursements, indemnifications and all other amounts due or to become due under any Transaction Document (including, without limitation, all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the Bankruptcy Code and commencement of any fraudulent transfer and fraudulent conveyance lawsInsolvency Proceeding of the Company or any Guarantor, whether or not the claim for payment of such interest is allowed interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such proceedingInsolvency Proceeding), ; and (b) the prompt payment and due performance and observance by the Company and each Guarantor of all such liabilities of its other obligations from time to time existing in respect of this Agreement and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicableTransaction Document.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of (i) in the case of Crawford, all the following liabilities and obligations Obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent Crawford under the Security Documents (as defined in Credit Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Credit Documents, including, without limitation, all principal of and interest on the Loans, all Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by each Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor reliefDebtor Relief Law, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of any Consolidated Entity to any Hedge Party under any Permitted Hedge Agreement, and all obligations any Consolidated Entity to any Cash Management Bank under any Cash Management Agreement, and (bii) in the case of each other Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Guaranty Agreement) in respect of the Obligations; and in each case under clause (i) or (ii) above, (x) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cy) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, in each case under clause (i) or (ii) above whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) in the case of the Borrower, all liabilities and obligations, including obligations owing to Obligations of the Collateral Agent Borrower under the Security Documents (as defined in Credit Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Credit Documents, including, without limitation, all principal of and interest on the Loans, all Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Hedge Party under any Permitted Hedge Agreement, and (b) in the case of each other Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Guaranty Agreement) in respect of the Obligations; and in each case under (a) and (b) above, (i) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, in each case under (a) and (b) above whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and (a) The security interest created hereby in the Collateral constitutes continuing collateral security for all of Pledgor secure the full and following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): (i) the prompt paymentpayment by each Grantor, at any time and from time to time as and when due and payable (whether at the stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all the following liabilities and obligations amounts from time to time owing by it under or in respect of the Pledgor: (a) all liabilities and obligations, including obligations owing to Financing Agreement and/or the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Loan Documents, including, without limitation, interest accruing after (i) all Obligations, (ii) in the filing case of a petition or commencement Guarantor, all Guaranteed Obligations and all other amounts from time to time owing by such Grantor in respect of a case by or with respect to Issuer or Pledgor seeking relief its guaranty made under any applicable federal and state laws pertaining Guaranty to bankruptcywhich it is a party, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, all obligations guaranteed by such Grantor and (iii) all interest, fees, commissions, charges, expense reimbursements, indemnifications and all other amounts due or to become due under any Loan Document (including, without limitation, all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the Bankruptcy Code and commencement of any fraudulent transfer and fraudulent conveyance lawsInsolvency Proceeding of any Loan Party, whether or not the claim for payment of such interest is allowed interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such proceedingInsolvency Proceeding), ; and (ii) the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of the Loan Documents. (b) Without limiting the foregoing, this Agreement secures the payment of all such liabilities amounts which constitute part of the Secured Obligations and obligations thatwould be owed by Grantors, or any of them, to any of the Secured Parties, but for the operation of the automatic stay under Section 362(afact that they are unenforceable or not allowable (in whole or in part) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described as a claim in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of an Insolvency Proceeding involving any “affiliate” of the Pledgor Grantor due to the fact that existence of such affiliateInsolvency Proceeding. Further, the security interest created hereby encumbers each Grantor’s “securities” secure any Secured Obligationsright, then title, and interest in all Collateral, whether now owned by such “securities” shall automatically be deemed not to constitute security for any Secured Obligations Grantor or hereafter acquired, obtained, developed, or created by such Grantor and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicablewherever located.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter hereinafter incurred, created under, arising out of or arising and whether direct in connection with the Parent Guaranty, this Agreement or indirect, absolute or contingent, due or any of the other Credit Documents to become duewhich it is a party, including, without limitation, the Pledgor's liabilities and obligations as guarantor in respect of all principal of and interest on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations of the Borrower to any Lender under any Interest Rate Protection Agreement, all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by the Pledgor under Section 8.1 SECTION 13, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor described in this Section 2.2SECTION 2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and The security interest created hereby in the Collateral constitutes continuing collateral security for all of Pledgor secure the full and following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): (a) the prompt paymentpayment by each Grantor, at any time and from time to time as and when due and payable (whether at the stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all the following liabilities and obligations amounts from time to time owing by any Grantor in respect of the Pledgor: (a) all liabilities and obligationsSecurities Purchase Agreement, including obligations owing to the Collateral Agent under Notes and/or the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Transaction Documents, including, without limitation, interest accruing after (i) all Obligations, (ii) in the filing case of a petition or commencement Guarantor, all amounts from time to time owing by such Grantor in respect of a case by or with respect its guaranty made pursuant to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcyGuarantee Agreement, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, all obligations guaranteed by such Grantor and (iii) all interest, fees, commissions, charges, expense reimbursements, indemnifications and all other amounts due or to become due under any Transaction Document (including, without limitation, all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the Bankruptcy Code and commencement of any fraudulent transfer and fraudulent conveyance lawsInsolvency Proceeding of any Grantor, whether or not the claim for payment of such interest is allowed interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such proceedingInsolvency Proceeding), ; and (b) the prompt payment and due performance and observance by each Grantor of all such liabilities of its other obligations from time to time existing in respect of this Agreement and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicableTransaction Document.

Security for Secured Obligations. This Agreement and is made by the Collateral of Pledgor secure to secure: (a) the full and prompt payment, at any time and from time to time as and payment when due (whether at the stated maturity, by acceleration or otherwise), ) of all the following obligations, liabilities and obligations of the Pledgor: indebtedness (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, principal, premium, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically (including, without limitation, all interest that accrues after the Bankruptcy Code and commencement of any fraudulent transfer and fraudulent conveyance lawscase, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of KSE or the Borrower at the rate provided for in the Loan Agreement, whether or not the a claim for such post-petition interest is allowed in any such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities indemnities), whether actual or contingent, whether owed jointly or severally and obligations whether owed as principal or surety or in any other capacity whatsoever of the Pledgor described owing to the Pledgee, whether now existing or hereafter incurred under, arising out of, or in this Section 2.2relation to any one or more of the Loan Documents (as hereafter defined) (including in connection with the termination, collectivelycancellation, annulment or invalidity thereof); (b) any and all sums advanced by the “Secured Obligations”). In addition, Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (c) in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgor due referred to in clauses (a) and (b) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (d) all other amounts owing to the fact that Pledgee pursuant to the Loan Documents in its capacity as such; all such affiliate’s “securities” secure any Secured Obligationsobligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations liabilities, indebtedness, sums and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning expenses set forth in Regulation S-X or such other law, rule or regulation, as applicable.clauses (a) through

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter hereinafter incurred, created under, arising out of or arising and whether direct in connection with the Parent Guaranty, this Agreement or indirect, absolute or contingent, due or any of the other Credit Documents to become duewhich it is a party, including, without limitation, each Pledgor's liabilities and obligations as guarantor in respect of all principal of and interest on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations of the Borrower to any Lender under any Interest Rate Protection Agreement, all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by each Pledgor under Section 8.1 SECTION 13, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2SECTION 2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) in the case of the Borrower, all liabilities and obligations, including obligations owing to Obligations of the Collateral Agent Borrower under the Security Documents (as defined in Note Purchase Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Credit Documents, including, without limitation, all principal of and interest on the Notes, and all fees, expenses, indemnities and other amounts payable by the Borrower under the Note Purchase Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (b) in the case of each Pledgor other than the Borrower, if any, all of its liabilities and obligations as a Guarantor in respect of the Guaranteed Obligations (as defined in the Guaranty Agreement); and in each case under (a) and (b) above, (i) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Pledge Agreement is made by each Pledgor for the benefit of the respective Secured Parties to secure: (a) the prompt payment and the Collateral performance in full when due, whether by lapse of Pledgor secure the full and prompt paymenttime, at any time and from time to time as and when due (whether at the stated maturityacceleration, by acceleration mandatory prepayment or otherwise), of the Credit Agreement Obligations, owing by each Pledgor (other than CS International); (b) the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Guaranteed Obligations, owing by CS International; (c) the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Note Obligations, owing by each Pledgor (other than any SN Note Obligor); (d) the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the SN Intercompany Notes Obligations, owing by each SN Note Obligor; (e) any and all the following amounts, advances, liabilities and obligations of owing by any Pledgor (other than the Pledgor: (a) all SN Note Obligors with respect to the Note Obligations, but without limiting such amounts, advances, liabilities and obligations, including obligations owing by any SN Note Obligor with respect to the SN Intercompany Notes Obligations) or otherwise to the Collateral Agent under the Security Documents whenever arising, including, without limitation (as defined i) any and all costs, expenses, fees, indemnities and other sums chargeable to any Pledgor pursuant to any Secured Credit Document, (ii) in the Indenture), collecting or enforcing any of the Pledgor as a Guarantor pursuant to and Credit Agreement Obligations, Guaranteed Obligations or Note Obligations, (iii) in realizing on or protecting or preserving any security therefor, or (iv) for taking any action under the Guaranteeor otherwise in connection with any Secured Credit Document, howsoever evidenced, created, incurred or acquired, whether such liabilities primary, secondary, direct, contingent or joint and obligations are several, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under ; (f) any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs or expenses incurred by the Collateral Custodian in connection with its collateral custodian activities pursuant to this Pledge Agreement (including but not limited to, the Collateral Custodian Fee) howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent or joint and several, whether now existing or hereafter incurred; and (g) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) through (f) above, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with attorneys’ fees and court costs, all such obligations, liabilities, sums and expenses payable by Pledgor under Section 8.1 set forth in clauses (the liabilities and obligations a) through (g) of the Pledgor described in this Section 2.2, collectively, 3 being hereinafter collectively called the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full prompt and prompt payment, at any time complete payment and from time to time as and performance when due (of all Obligations of the Borrower, now or hereafter existing, under, or arising out of or in connection with the Credit Agreement, the Notes, the Letters of Credit, and the other Loan Documents, and any other document made, delivered or given in connection therewith or herewith, in each case, whether at the stated maturityfor principal, by acceleration interest, fees, expenses or otherwise), of including (without limitation) all the following liabilities and obligations of the Pledgor: Borrower now or hereafter existing under or in respect of this Agreement, including, but not limited to, (a) the due and punctual payment of principal of and interest on the Loans, the Notes and the reimbursement of all liabilities amounts drawn under Letters of Credit (including, without limitation, all interest accruing or payable at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and obligationsinterest accruing or payable at the then applicable rate provided in the Credit Agreement or other applicable agreement after the filing of any petition in bankruptcy, including obligations owing or the commencement of any insolvency, reorganization or like proceeding, relating to the Collateral Agent under the Security Documents (as defined in the IndentureBorrower), and (b) the due and punctual payment of the Pledgor as a Guarantor pursuant to fees, indemnities, costs, expenses and under the Guaranteeall other present and future, whether such liabilities and obligations are now existing fixed or hereafter incurredcontingent, created or arising and whether direct or indirect, absolute or contingent, due or to become duemonetary obligations, including, without limitation, interest accruing after any of the filing Secured Parties' reasonable attorneys' and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses that are required to be paid by the Borrower to or on behalf of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitationthe Lenders, the Bankruptcy Code Issuer and any fraudulent transfer the Swing Line Lender and fraudulent conveyance lawsthe Agent under this Agreement or under the Loan Documents (as the same may be amended, whether amended and restated, modified or not the claim for such interest is allowed in such proceeding), supplemented from time to time) (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, Borrower being herein called the “Secured Obligations”"SECURED OBLIGATIONS"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, this Agreement, any Subsidiary Guaranty or any of the other Credit Documents to which it is or hereafter becomes a party, or any Hedge Agreement to which the Borrower and any Lender are parties, including, without limitation, (i) in the case of the Borrower, all Obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Lender under any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and such Lender are parties, and (bii) in the case of any Subsidiary Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Subsidiary Guaranty), if any, in respect of the Obligations; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 SECTION 7.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section SECTION 2.2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, performance and observance at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the this Agreement, the Credit Agreement, the other Credit Documents to which it is or hereafter becomes a party, and/or any Rate Management Agreement to which the Pledgor and the Bank (or any of the Bank’s affiliates) are parties, including, without limitation: (a) all Obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Pledgor under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or the Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all obligations of the Pledgor to the Bank under any Rate Management Agreement to which the Pledgor and the Bank (or any of the Bank’s affiliates) are parties; (c) all obligations under or in connection with any deposit account, lockbox, overdraft protection, automated clearing house service, corporate, purchasing and other multi-card services, or other cash management service provided to the Borrower; (d) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due; and (ce) all fees, costs and expenses payable by the Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, this Agreement, any Pledgor Guaranty, any other guaranty or any of the other Loan Documents to which it is or hereafter becomes a party, and to which the Borrowers and the Lender are parties, including, without limitation (i) in the case of the Borrowers, all Obligations, including, without limitation, all principal of and interest on the Bridge Loans, all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrowers seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and to which the Borrowers and the Lender or affiliate of the Lender are parties, and (bii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its Pledgor Guaranty in respect of the Obligations; and in each case under (i) and (ii) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section SECTION 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section SECTION 2.2, collectively, the “Secured Obligations”"SECURED OBLIGATIONS"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and is made by the Collateral of Pledgor secure to the Lender to secure: (a) the full and prompt payment, at any time and from time to time as and payment when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations ) of the Pledgor: Obligations and all interest on the Obligations and other related obligations (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section section 362(a) of the Bankruptcy CodeCode or other applicable provisions of law, would become are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Loan Party) and liabilities of the Borrower to the Lenders, under the Credit Agreement, whether now existing or hereafter incurred; (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the Fees, and all other obligations (including obligations that, but for the automatic stay under section 362(a) of the Bankruptcy Code or other applicable provisions of law, are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Loan Party) and liabilities of the Borrower and/or any other Loan Party to the Lender now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement or any other Loan Document, and the due performance and compliance by the Borrower and/or the other Loan Parties with all of the terms, conditions and agreements contained in the Credit Agreement and such other Loan Documents; (c) any and all sums advanced by the Agent and/or the other Lenders in order to preserve any or all of the Pledged Collateral (as hereinafter defined) or preserve its security interest in the Pledged Collateral; and (d) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a), (b) and (c) all feesabove, costs after an Event of Default (as such term is defined in the Credit Agreement) shall have occurred and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectivelybe continuing, the “Secured Obligations”). In additionreasonable expenses of retaking, in holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the event that Rule 3-16 of Regulation S-X under the Securities Act requires Pledged Collateral, or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” exercise by the Agent of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligationsits rights hereunder, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations together with reasonable attorneys’ fees and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicablecourt costs.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Loan Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of the Parent and Affiliate Guarantor, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a3 62(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. (a) This Pledge Agreement secures, and the Collateral of Pledgor secure is collateral security for, the prompt and complete payment or performance in full and prompt paymentwhen due, at any time and from time to time as and when due (whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise), of all the following liabilities and obligations of the Pledgor: otherwise (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due 11 U.S.C. (and any successor provision thereof)), of the Secured Obligations. (b) Notwithstanding anything herein to the contrary, until such time as the Pledgee forecloses on the Collateral (i) the Pledgor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Pledgee, (ii) the Pledgor shall remain liable under each of the agreements included in the Collateral to which it is a party, including, without limitation, any agreements relating to its Pledged Interests, to perform all of the obligations undertaken by the Pledgor thereunder all in accordance with and pursuant to the terms and provisions thereof and the Pledgee shall not have any obligation or liability under any of such agreements by reason of or arising out of this Pledge Agreement or any other document related thereto nor shall the Pledgee have any obligation to make any inquiry as to the nature or sufficiency of any payment received by the Pledgee or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to the Pledged Interests, and (ciii) all fees, costs and expenses payable the exercise by Pledgor under Section 8.1 the Pledgee of any of its rights hereunder (other than the liabilities and obligations of foreclosure upon the Collateral) shall not release the Pledgor described in this Section 2.2, collectively, from any of its duties or obligations under the “Secured Obligations”). In addition, contracts and agreements included in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicableit owns.

Security for Secured Obligations. This Agreement and The security interest created hereby in the Collateral constitutes continuing collateral security for all of Pledgor secure the full and following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): (a) the prompt paymentpayment by each Grantor, at any time and from time to time as and when due and payable (whether at the stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by the following liabilities and obligations Grantors in respect of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueTransaction Documents, including, without limitation, interest accruing after (i) all Obligations, (ii) in the filing case of a petition Guarantor, all amounts from time to time owing by such Grantor in respect of its guaranty made pursuant to or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining Subsidiary Guarantee to bankruptcywhich it is a party, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, all obligations guaranteed by such Grantor and (iii) all interest, fees, commissions, charges, expense reimbursements, indemnifications and all other amounts due or to become due under any Transaction Document (including, without limitation, all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the Bankruptcy Code and commencement of any fraudulent transfer and fraudulent conveyance lawsInsolvency Proceeding of any Grantor, whether or not the claim for payment of such interest is allowed interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such proceedingInsolvency Proceeding), ; and (b) the prompt payment and due performance and observance by each Grantor of all such liabilities of its other obligations from time to time existing in respect of this Agreement and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicableTransaction Document.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, this Security Agreement, or any of the other Credit Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of any Subsidiary Pledgor, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the maximum liability of Pledgor for the Secured Obligations pursuant to the Guaranty and this Agreement shall be an amount equal to the amount of cash transferred or cash payment made pursuant to Section 4.10(b)(9) (A), (B) or (D) of the Indenture to acquire the Equity Interests of Pledgor, or any securities convertible into, or exchangeable for, such Equity Interests.

Security for Secured Obligations. This The Security Interest created hereby in the Collateral constitutes continuing collateral security for the following obligations (collectively, the “Secured Obligations”): (a) the aggregate principal amount, interest and other payment obligations due, or which may become due, under the Notes, (b) all other obligations and liabilities of Borrower and/or the Pledgor to the Pledgees under the Purchase Agreement and the Collateral Transaction Documents, and (c) all other obligations and liabilities of the Borrower and/or Pledgor secure to the full Pledgees under this Agreement (the Notes, the Purchase Agreement, the Transaction Documents and prompt paymentthis Agreement, at any time and as each may be amended, restated, modified and/or supplemented from time to time as and when due (whether at time, collectively, the stated maturity, by acceleration or otherwise“Documents”), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurredarising, created or arising and whether direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to become dueor evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Secured Obligations, or of any instrument evidencing any of the Secured 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 Secured Obligations in any case commenced by or against Borrower and/or the Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, interest accruing after obligations of Borrower and/or the filing of a Pledgor for post-petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcyinterest, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event charges that Rule 3-16 of Regulation S-X under the Securities Act requires would have accrued or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due been added to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have but for the meaning set forth in Regulation S-X or commencement of such other law, rule or regulation, as applicablecase).

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) Subject to subsection (b) of this Section 2.02, all liabilities of the right, title and obligationsinterest of the Collateral Trustees in and to the Xxxxxxxxxx Xxxxx Xxxxxx secures the payment of all of the Secured Obligations now or hereafter existing under or in respect of the Secured Agreements and the performance of, including obligations owing and the compliance with, all of the covenants and conditions of this Agreement, the other Collateral Documents and the Secured Agreements. Without limiting the generality of the foregoing, the Collateral Trust Estate secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Pledgor to the Collateral Agent Trustees, any Representative or any Secured Holder under the Security Collateral Documents or the Secured Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Pledgor. (b) Notwithstanding anything to the contrary stated in subsection (a) of this Section 2.02, (i) this Agreement secures (A) in the case of any Collateral granted by a Pledgor that is a Note Obligor or a Restricted Subsidiary (as defined in the IndentureNote Indentures), the payment of all the Secured Obligations by the Pledgors now or hereafter existing under the Secured Agreements and the Notes, for the Equal and Ratable Benefit of all of the Secured Holders thereof and their respective Representatives and (B) in the case of any Collateral granted by a Pledgor that is an Unrestricted Subsidiary (as a Guarantor pursuant to and defined in the Note Indentures), the payment of all the Secured Obligations by the Pledgors now or hereafter existing under the GuaranteeSecured Agreements, whether but, not any Secured Obligations arising under the Notes, for the Equal and Ratable Benefit of the Secured Holders thereof and their respective Representatives under such liabilities Secured Agreements, but not for the benefit of any Note Holders or their respective Representatives, and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or (ii) with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitationRexair Collateral, the Bankruptcy Code Lien created by this Agreement and any fraudulent transfer the other Collateral Documents shall be, until all Rexair Bank Exposure is repaid in full and fraudulent conveyance lawsall commitments in respect there of are terminated, whether or not a second priority Lien, subordinate to the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation prior Lien of the automatic stay under Section 362(a) of Rexair Credit Parties pursuant to the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”)Rexair Collateral Documents. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing This Agreement is intended to comply with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations Indenture Lien Restrictions and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or be construed to give effect to such other law, rule or regulation, as applicableintention.

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the PledgorPledgors: (a) all liabilities and obligations, including obligations owing to of the Collateral Agent Pledgors under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeFinancing Documents, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, (i) in the case of the Borrowers, all principal of and interest on the Loans, all reimbursement obligations in respect of Letters of Credit and all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit Agreement or any other Financing Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (ii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its respective Pledgor Guaranty; (b) all Derivative Obligations of the Pledgors to extent such Derivative Obligations are required or permitted under the Credit Agreement and are due and owing to any Secured Party; and (c) all Banking Services Obligations of the Pledgors; and in each case under (a), (b) and (c) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor each Loan Party secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following present and future liabilities and obligations of the Pledgor: (a) all liabilities such Loan Party, of every kind, nature or description, and obligations, including obligations owing whether or not now contemplated or related to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to Amended and under the GuaranteeRestated Note and Warrant Purchase Agreement, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become duedue to any and all Purchasers, and whether under, arising out of or in connection with the Amended and Restated Note and Warrant Purchase Agreement, the Notes, this Agreement, any other related security agreement, pledge, mortgage or guaranty or any other document to which it is or hereafter becomes a party or otherwise, including, without limitation (i) all present and future principal of and interest under any and all Notes and all present and future premiums, attorneys' fees and disbursements, court costs and other fees, expenses, indemnities and other amounts payable by the Loan Parties under the Amended and Restated Note and Warrant Purchase Agreement or any other Transaction Document (including without limitation, for the avoidance of doubt, all interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor a Loan Party seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, 11 U.S.C. Sections 101 et seq., as amended from time to time, and any successor statute (the Bankruptcy Code "BANKRUPTCY CODE") and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such case or proceeding), and (bii) all present and future liabilities and obligations of Parent pursuant to the Pledge Agreement; and in each case including, without limitation, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by Pledgor such Loan Party under Section 8.1 (Article 8. It is the liabilities and obligations intent of the Pledgor described parties hereto that (i) this Agreement shall constitute a continuing agreement as to any and all future, as well as existing transactions, between the Loan Parties, Patriot and Servicer under or in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing connection with the Securities Notes, and Exchange Commission of separate financial statements of any “affiliate” of (ii) the Pledgor due security interest provided for herein shall attach to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation Safter-X or such other law, rule or regulation, acquired as applicablewell as existing Collateral.

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure secures the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing such Pledgor to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeLenders, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, all obligations in respect of overdrafts and related liabilities owed to the Collateral Agent or any of its Affiliates and arising from treasury, depository and cash management services in connection with any automated clearing house transfer of funds, under, arising out of or in connection with the Credit Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, including, without limitation in the case of Great Lakes, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by Great Lakes under the Credit Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor Great Lakes seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) and all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all (i) in the following liabilities case of OCA and obligations of the Pledgor: other Borrowers, (ay) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueObligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by OCA or any other Borrower under the Credit Agreement, this Agreement, the Subsidiary Guaranty or any other Credit Document, and all liabilities and obligations of OCA under the Permitted Additional Note (including, in each case under this clause (y), interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer OCA or Pledgor any other Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (bz) all liabilities and obligations of OCA under any Hedge Agreement required or permitted under the Credit Agreement and to which OCA and any Lender are parties, and (ii) in the case of any Subsidiary of OCA, all of its liabilities and obligations (if any) as a Guarantor (as defined in the Subsidiary Guaranty) in respect of the Obligations; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 SECTION 11; and in each case under (i) and (ii) above, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor described in this Section 2.2SECTION 2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable."

Security for Secured Obligations. This Agreement and is made by each Pledgor for the Collateral benefit of Pledgor secure the Secured Creditors to secure: (i) the full and prompt payment, at any time and from time to time as and payment when due (whether at the stated maturity, by acceleration or otherwise), ) of all the following obligations, liabilities and obligations of the Pledgor: indebtedness (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, principal, premium, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically (including, without limitation, all interest that accrues after the Bankruptcy Code and commencement of any fraudulent transfer and fraudulent conveyance lawscase, whether proceeding or not other action relating to the claim for such interest is allowed in such proceeding)bankruptcy, insolvency, receivership, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof (b) all such liabilities and obligations that, or which would accrue but for the operation of applicable bankruptcy or insolvency laws) at the automatic stay rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed or allowable in any such proceeding), reimbursement obligations under Section 362(a) Letters of the Bankruptcy CodeCredit, would become due and (c) all fees, costs and expenses payable by indemnities) of such Pledgor owing to the Lender Creditors (other than Excluded Swap Obligations), whether now existing or hereafter incurred under, arising out of or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under Section 8.1 its Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Credit Document (the all such obligations, liabilities and obligations indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, receivership, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof (or which would accrue but for the operation of bankruptcy or insolvency laws) at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed or allowable in any such proceeding) owing by such Pledgor to the Other Creditors (other than Excluded Swap Obligations), whether now existing or hereafter incurred under, arising out of or in connection with, each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Subsidiaries Guaranty in respect of each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in its reasonable discretion in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor described referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Article 11 of this Section 2.2Agreement; all such obligations, collectivelyliabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Article 1 being herein collectively called the “Secured Obligations”). In addition, in ,” it being acknowledged and agreed that the event that Rule 3-16 “Secured Obligations” shall include extensions of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” credit of the Pledgor due types described above, whether extended on the date of this Agreement or extended from time to time after the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicabledate of this Agreement.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) in the case of the Borrower, all liabilities Obligations of the Borrower under the Note Purchase Agreement and obligationsthe other Credit Documents, including obligations owing to all principal of and interest on the Collateral Agent Notes, and all fees, expenses, indemnities and other amounts payable by the Borrower under the Security Documents Note Purchase Agreement or any other Credit Document (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, including the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (b) in the case of each Pledgor other than the Borrower, if any, all of its liabilities and obligations as a Subsidiary Guarantor in respect of the Guaranteed Obligations (as defined in the Guaranty); and in each case under (a) and (b) above, (i) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and The security interest created hereby in the Collateral of Pledgor secure constitutes continuing collateral security for all of the full and prompt paymentfollowing (the "SECURED OBLIGATIONS"): All obligations owing by Pledgor to Laurus under the Purchaser Notes, at any time and from time to time as and when due (whether including, without limitation, interest accruing at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents Contract Rate (as defined in the Indenture)Purchaser Notes) after the occurrence of an Event of Default and interest accruing at the Contract Rate after the filing of any petition in bankruptcy, or the commencement of the Pledgor as a Guarantor pursuant any insolvency, reorganization or like proceeding, relating to and under the GuaranteePledgor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities and obligations are now existing or hereafter incurredof Pledgor to Laurus, created or arising and whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Purchase Agreement, the Purchaser Notes, this Agreement, the other Purchase Documents or any other document made, delivered or given in connection therewith, or otherwise, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, interest accruing after all fees and disbursements of counsel to Laurus that are required to be paid by Pledgor pursuant to the filing terms of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitationthe Purchase Agreement, the Bankruptcy Code and Purchaser Notes, this Agreement or any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceedingother Purchase Document), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full prompt and prompt payment, at any time complete payment and from time to time as and performance when due (of all Obligations of the Borrower, now or hereafter existing, under, or arising out of or in connection with Amendment No. 1, the Swing Line Note or the Bank One Letter of Credit, and any other document made, delivered or given in connection therewith or herewith, in each case, whether at the stated maturityfor principal, by acceleration interest, fees, expenses or otherwise), of including (without limitation) all the following liabilities and obligations of the Pledgor: Borrower now or hereafter existing under or in respect of this Agreement, including, but not limited to, (a) the due and punctual payment of principal of and interest on the Swing Line and the reimbursement of all liabilities amounts drawn under the Bank One Letter of Credit (including, without limitation, all interest accruing or payable at the then applicable rate after the maturity of the Swing Line Note and obligationsinterest accruing or payable at the then applicable rate provided in the Credit Agreement or other applicable agreement after the filing of any petition in bankruptcy, including obligations owing or the commencement of any insolvency, reorganization or like proceeding, relating to the Collateral Agent under the Security Documents (as defined in the IndentureBorrower), and (b) the due and punctual payment of the Pledgor as a Guarantor pursuant to fees, indemnities, costs, expenses and under the Guaranteeall other present and future, whether such liabilities and obligations are now existing fixed or hereafter incurredcontingent, created or arising and whether direct or indirect, absolute or contingent, due or to become duemonetary obligations, including, without limitation, interest accruing after Bank One's reasonable attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses that are required to be paid by the filing Borrower to or on behalf of a petition Bank One under this Agreement or commencement of a case by under the Loan Documents (as the same may be amended, amended and restated, modified or with respect supplemented from time to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), time) (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, Borrower being herein called the “Secured Obligations”"SECURED OBLIGATIONS"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and is made by the Pledgor in favor of the Collateral Agent, for the benefit of Pledgor the Creditors, to secure the full following (collectively, the “Secured Obligations”): (i) the unpaid principal of and prompt paymentinterest on the Loans, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents L/C Obligations (as defined in the IndentureCredit Agreement) and all other debts, obligations and liabilities of the Borrower to the Collateral Agent or the Lender (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after an Event of Default (as defined in the Credit Agreement) or after the maturity of the Loans and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, any notes issued thereunder, or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Collateral Agent or the Lender that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement, this Agreement or any other Loan Document (as defined in the Credit Agreement)), including, without limitation, all Secured Obligations (as defined in the Credit Agreement); and (ii) the unpaid principal of, interest on and premium (including the Make Whole Amount (as defined in the Note Agreement)), if any, on the Notes and all other debts, obligations and liabilities of the Borrower to the Collateral Agent or the Noteholders (including, without limitation, interest accruing at the then applicable rate provided in the Note Agreement after an Event of Default (as defined in the Note Agreement) or after the maturity of the Notes and interest accruing at the then applicable rate provided in the Note Agreement after the filing of a any petition in bankruptcy, or the commencement of a case by any insolvency, reorganization or with respect like proceeding, relating to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance lawsBorrower, whether or not the a claim for such post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Note Agreement, any Notes or any other document made, delivered or given in connection therewith, whether on account of principal, interest, premium, Make Whole Amount, if any, fees, indemnities, costs, expenses or otherwise (b) including, without limitation, all such liabilities fees and obligations that, but for disbursements of counsel to the operation Collateral Agent or the Noteholders that are required to be paid by the Borrower pursuant to the terms of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectivelyNote Agreement, the “Secured Obligations”Notes, or this Agreement). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, the Subsidiary Guaranty, or any of the other Credit Documents to which it is or hereafter becomes a party, including, without limitation, (i) in the case of the Borrower, all Obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance 8 9 laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Lender under any Hedge Agreement, and (bii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Subsidiary Guaranty) in respect of the Obligations; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section SECTION 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section SECTION 2.2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Loan Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of the Parent, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter hereinafter incurred, created under, arising out of or arising and whether direct in connection with the Credit Agreement, this Agreement or indirect, absolute or contingent, due or any of the other Credit Documents to become duewhich it is a party, including, without limitation, all Obligations of the Borrower for all principal of and interest on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), all obligations of the Borrower to any Lender (bor its Affiliate, as applicable) under any Hedge Agreement, all such liabilities and obligations Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by each Pledgor under Section 8.1 SECTION 13, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2SECTION 2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and the Pledged Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Borrower and the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Loan Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of the Pledgor, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by the Pledgor under Section 8.1 7.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement The Security Interest created hereby secures the payment and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations performance of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeSecured Obligations, whether such liabilities and obligations are now existing or hereafter incurredarising hereafter. Without limiting the generality of the foregoing, created this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or arising and whether direct or indirectany of them, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitationAgent, the Bankruptcy Code and Lender Group, the Bank Product Providers or any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations thatof them, but for the operation fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding. Further, the Security Interest created hereby encumbers each Grantor’s right, title, and interest in all Collateral, whether now owned by such Grantor or hereafter acquired, obtained, developed, or created by such Grantor and wherever located. Notwithstanding the foregoing or anything to the contrary in this Agreement, no Grantor shall be required under this Agreement or any other Loan Document (A) to perfect the Security Interests and/or Liens granted pursuant to this Agreement by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the automatic stay under Section 362(asecretary of state (or similar filing office) of the Bankruptcy Codejurisdiction of incorporation or formation of such Grantor, would become due (2) delivery to Agent to be held in its possession of all Collateral consisting of certificated securities, Chattel Paper, promissory notes or Instruments as required elsewhere herein, and (c3) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations obtaining control agreements with respect to Securities Accounts or Deposit Accounts that constitute part of the Pledgor described Collateral other than Excluded Deposit Accounts, or (B) to complete any filings or take any other action with respect to the grant or perfection of the Security Interest in this Section 2.2, collectively, any jurisdiction outside of the “Secured Obligations”). In addition, United States or any State thereof; provided that any Inventory of the Loan Parties located in the event that Rule 3-16 of Regulation S-X under Netherlands shall not be eligible to be included in the Securities Act requires or would require Borrowing Base if the filing with relevant Grantors have not executed and delivered to Agent a pledge agreement governed by the Securities and Exchange Commission of separate financial statements of any “affiliate” laws of the Pledgor due Netherlands and in form and substance reasonably satisfactory to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicableAgent.

Security for Secured Obligations. This Agreement and Each of the Pledgors agrees that the -------------------------------- Collateral of pledged, assigned or delivered by such Pledgor hereunder shall secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the such Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, includingunder, arising out of or in connection with this Agreement, the Credit Agreement, the Subsidiary Guaranty, any of the other Credit Documents to which it is or hereafter becomes a party, any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and any Lender or Affiliate of any Lender are parties, or the ELLF Credit Agreement or any of the other Operative Agreements, including without limitationlimitation (i) in the case of the Borrower, all Obligations, including without limitation all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, including without limitation, limitation the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Lender or Affiliate of any Lender under any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and such Lender or Affiliate thereof are parties (bincluding any such Hedge Agreement with a party that subsequently ceases to be a Lender, which Hedge Agreement is entered into prior to the date such party ceases to be a Lender), (ii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Subsidiary Guaranty) in respect of the Guaranteed Obligations, (iii) in the case of the Borrower or any Guarantor Pledgor, all of its liabilities and obligations as a Tranche A Guarantor (as defined in Appendix A to the Participation Agreement) in respect of the Tranche A Obligations, (iv) in the case of the Borrower, all of its liabilities and obligations in respect of the Company Obligations and (v) in the case of the ELLF Lessee, all of its liabilities and obligations under the ELLF Lease; and in each case under clauses (i) through (v) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “"Secured Obligations”"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.-------------------

Security for Secured Obligations. This Agreement and The security interest created under this Agreement, including under Section 2, in the Collateral constitutes continuing collateral security for all of Pledgor secure the full and following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): (a) the prompt paymentpayment by each Grantor, at any time and from time to time as and when due and payable (whether at the stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the following liabilities Purchase Agreement, the Notes and any other Transaction Documents, including without limitation, (i) all obligations of the Pledgor: Company to pay the “Principal Amount” under the Notes and make and fulfill any other repayment obligations as to the principal thereunder, (aii) in the case of a Grantor, all amounts from time to time owing by such Grantor in respect of its guaranty made pursuant to this Agreement or under any other guaranty to which it is a party, including without limitation, all obligations guaranteed by such Grantor and (iii) all liabilities interest, fees, commissions, charges, expense reimbursements, indemnifications and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, all other amounts due or to become due, including, due under any Note or other Transaction Document (including without limitation, interest accruing all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment Insolvency Proceeding of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance lawsGrantor, whether or not the claim for payment of such interest is allowed interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such proceedingInsolvency Proceeding), ; and (b) the due performance and observance by each Grantor of all such liabilities of its other obligations from time to time existing in respect of the Purchase Agreement, the Notes and obligations any other Transaction Documents; provided that, but for when the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described Notes have been indefeasibly paid in this Section 2.2, collectivelyfull pursuant to their terms, the term “Secured Obligations”). In addition, in ” shall not include any of the event that Rule 3-16 of Regulation S-X foregoing obligations under the Securities Act requires Purchase Agreement or would require the filing with the Securities any other Transaction Documents, and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that remaining obligations under such affiliate’s “securities” secure any Secured Obligations, then such “securities” Transaction Documents shall automatically no longer be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicablesecured hereby.

Security for Secured Obligations. This Agreement and is made by each Pledgor for the Collateral benefit of Pledgor secure the Secured Creditors to secure: (i) the full and prompt payment, at any time and from time to time as and payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including principal, premium, interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations such Pledgor owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeLender Creditors, whether such liabilities and obligations are now existing or hereafter incurred, created under, arising out of, or arising in connection with, each Credit Document to which such Pledgor is a party (including in the event such Pledgor is a Guarantor, all such obligations, liabilities and whether direct indebtedness of the Borrower or indirectany other Person and for which such Pledgor is liable or obligated under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, absolute conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or indebtedness with respect to Issuer the Secured Hedging Agreements or Pledgor seeking relief under Secured Cash Management Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including all interest that accrues after the commencement of any applicable federal and state laws pertaining case, proceeding or other action relating to the bankruptcy, reorganizationinsolvency, arrangement, moratorium, readjustment reorganization or similar proceeding of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance lawsBorrower at the rate provided for in the respective documentation, whether or not the a claim for such post-petition interest is allowed in any such proceeding) owing by the Borrower or any Restricted Subsidiary to the Other Creditors, now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement or any Secured Cash Management Agreement, whether such Secured Hedging Agreement or such Secured Cash Management Agreement is now in existence or hereinafter arising (including in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Secured Hedging Agreements and Secured Cash Management Agreement), and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each Secured Hedging Agreement and Secured Cash Management Agreement (ball such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced (except to the extent recovered) by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral to the extent reimbursable hereunder; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable out-of-pocket expenses of the Pledgee retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs reimbursable hereunder; Table of Contents (v) all amounts paid by any Indemnitee as to which such liabilities and obligations thatIndemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to the Administrative Agent, but for the operation Collateral Agent or any of their Affiliates pursuant to any of the automatic stay under Section 362(aCredit Documents in their capacities as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, 1 being herein collectively called the “Secured Obligations”). In addition, in it being acknowledged and agreed that the event that Rule 3-16 “Secured Obligations” shall include extensions of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” credit of the Pledgor due types described above, whether outstanding on the date of this Agreement or extended from time to time after the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicabledate of this Agreement.

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the such Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, all obligations in respect of overdrafts and related liabilities owed to the Agent or any of its Affiliates and arising from treasury, depository and cash management services in connection with any automated clearing house transfer of funds, and whether under, arising out of or in connection with the Credit Agreement, this Agreement, any Pledgor Guaranty, any other guaranty or any of the other Financing Documents to which it is or hereafter becomes a party, or any Derivative Obligation required or permitted under the Credit Agreement and to which the Borrower and any Secured Party are parties, including, without limitation (i) in the case of the Borrower, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Financing Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Secured Party under any Derivative Obligation required or permitted under the Credit Agreement and to which the Borrower and such Secured Party are parties, and (bii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its respective Pledgor Guaranty; and in each case under (i) and (ii) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Security for Secured Obligations. This Agreement and The security interest created under this Agreement, including under Section 2, in the Collateral constitutes continuing collateral security for all of Pledgor secure the full and following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): (a) the prompt paymentpayment by each Grantor, at any time and from time to time as and when due and payable (whether at the stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the following liabilities Purchase Agreement, the Notes and any other Transaction Documents (other than the Warrants), including without limitation, (i) all obligations of the Pledgor: Company to pay the “Principal Amount” under the Notes and make and fulfill any other repayment obligations as to the principal thereunder, (aii) in the case of a Guarantor, all amounts from time to time owing by such Grantor in respect of its guaranty made pursuant to this Agreement or under any other guaranty to which it is a party, including without limitation, all obligations guaranteed by such Grantor and (iii) all liabilities interest, fees, commissions, charges, expense reimbursements, indemnifications and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, all other amounts due or to become due, including, due under any Note or other Transaction Document (other than the Warrants) (including without limitation, interest accruing all interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts that accrue after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment Insolvency Proceeding of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance lawsGrantor, whether or not the claim for payment of such interest is allowed interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such proceedingInsolvency Proceeding), ; and (b) the due performance and observance by each Grantor of all such liabilities of its other obligations from time to time existing in respect of the Purchase Agreement, the Notes and obligations any other Transaction Documents (other than the Warrants); provided that, but for when the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described Notes have been indefeasibly paid in this Section 2.2, collectivelyfull pursuant to their terms, the term “Secured Obligations”). In addition, in ” shall not include any of the event that Rule 3-16 of Regulation S-X foregoing obligations under the Securities Act requires Purchase Agreement or would require the filing with the Securities any other Transaction Documents, and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that remaining obligations under such affiliate’s “securities” secure any Secured Obligations, then such “securities” Transaction Documents shall automatically no longer be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicablesecured hereby.