Note Agreement” and, together, with the Amendment to the 2004 Note Agreement, the“Amendments to Note Agreements”).     The Borrower and Calyon New York Branch (the “Term Loan Lender”) have entered intothat certain Term Loan Agreement dated as of February 16, 2005 (as it has been and may be amended,restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”)pursuant to which the Term Loan Lender extended a term loan (the “Term Loan”) which termloan may be evidenced by a note (as may be amended, restated, replaced, modified, supplemented,extended and increased from time to time, the “Term Loan Note”). The parties to the TermLoan Agreement are entering into a Third Amendment thereto of even date herewith (the “TermLoan Agreement Amendment”).     The Obligations (as hereinafter defined) under the Credit Agreement and the other Bank LoanDocuments (as defined in the Intercreditor Agreement), have been absolutely, unconditionally andirrevocably guaranteed by certain Domestic Subsidiaries (each a “Subsidiary Guarantor” andcollectively, the “Subsidiary Guarantors”) pursuant to one or more Guaranties (as may beamended, restated, replaced, modified, and supplemented from time to time and including alljoinders thereto, collectively, the “Lender Guaranty Agreements”), the obligations of theBorrower under the Note Agreements and the other Senior Note Documents (as defined in theIntercreditor Agreement) have been absolutely, unconditionally and irrevocably guaranteed bycertain Domestic Subsidiaries pursuant to one or more Guaranties (as may be amended, restated,replaced, modified, and supplemented from time to time and including all joinders thereto,collectively, the “Noteholder Guaranty Agreement”) and the obligations of the Borrowerunder the Term Loan Agreement and the other Term Loan Documents (as defined in the IntercreditorAgreement) have been absolutely, unconditionally and irrevocably guaranteed by certain SubsidiaryGuarantors pursuant to a Guaranty dated March 7, 2008 (the “Term Loan Guaranty Agreement”).     The Debtors, Collateral Agent and other Secured Parties are entering into that certainIntercreditor and Collateral Agency Agreement of even date herewith (such Intercreditor andCollateral Agency Agreement, as the same may be amended, restated, supplemented or modified fromtime to time, being hereinafter referred to as the “Intercreditor Agreement”) which amongother things, appoints the Collateral Agent and sets forth certain responsibilities and obligationsof the Collateral Agent and establishes among the Secured Parties their respective rights withrespect to certain payments that may be received by the Collateral Agent in respect of theCollateral (hereinafter defined).     To induce Administrative Agent and the Lenders to enter into the Credit Agreement Amendment,to induce the Noteholders to enter into the Amendments to Note Agreements, to induce the Term LoanLender to enter into the Term Loan Agreement Amendment, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, each Debtor has agreedto pledge and grant a security interest in the Collateral as security for the Senior SecuredObligations. Accordingly, the parties hereto agree as follows:
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SECTION 1DEFINITIONS     Capitalized terms set forth in the introductory paragraph and recitals above have therespective meanings therein. Terms defined in the UCC shall, unless otherwise provided herein,have the meanings ascribed to them in the UCC both as in effect on the date of this Agreement andas hereafter amended. If the definition given a term in the Credit Agreement conflicts with thedefinition given that term in the UCC, then the Credit Agreement definition controls to the extentallowed by law. If the definition given a term in Article 9 of the UCC conflicts with thedefinition given that term in any other chapter of the UCC, then the Article 9 definition controls.Notwithstanding any contrary provision of this Agreement, the parties intend that the terms usedherein which are defined in the UCC have, at all times, the broadest and most inclusive meaningspossible. Accordingly, if the UCC shall in the future be amended or held by a court to define anyterm used herein more broadly or inclusively than the UCC in effect on the date of this Agreement,then such term as used herein shall be given such broadened meaning. If the UCC shall in thefuture be amended or held by a court to define any term used herein more narrowly, or lessinclusively, than the UCC in effect on the date of this Agreement, such amendment or holding shallbe disregarded in defining terms used in this Agreement. Furthermore, as used in this Agreement:     “Accession” means any “accession”, as such term is defined in the UCC, now owned orhereafter acquired by any Debtor, including without limitation, a good that is physically unitedwith another good in such a manner that the identity of the original good is not lost.     “Account Debtor” means any Person who is or who may become obligated to any Debtorunder, with respect to or on account of an Account.     “Accounts” means any “account”, as such term is defined in the UCC, now owned orhereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of thefollowing, whether now owned or hereafter acquired by any Debtor: (a) all rights of any Debtor topayment of a monetary obligation, whether or not earned by performance, (i) for goods or otherproperty that has been or is to be sold, leased, licensed, assigned or otherwise disposed of,(ii) for services rendered or to be rendered, (iii) for a policy of insurance issued or to beissued, (iv) for a secondary obligation incurred or to be incurred, or (v) arising out of the useof a credit or charge card or information contained on or for use with the card, (b) all accountsreceivable of any Debtor, (c) all rights of any Debtor to receive any payment of money or otherform of consideration, (d) all security pledged, assigned, or granted to or held by any Debtor tosecure any of the foregoing, (e) all guaranties of, or indemnifications with respect to, any of theforegoing, and (f) all rights of any Debtor as an unpaid seller of goods or services, including,but not limited to, all rights of stoppage in transit, replevin, reclamation, and resale.     “Administrative Agent” means Bank of America and its successor or assigns asadministrative agent for Lenders under the Credit Agreement.     “Affiliate” means, with respect to any Person, another Person that directly, orindirectly through one or more intermediaries, Controls or is Controlled by or is under commonControl
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with the Person specified. “Control” means the possession, directly or indirectly, ofthe power to direct or cause the direction of the management or policies of a Person, whetherthrough the ability to exercise voting power, by contract or otherwise. “Controlling” and“Controlled” have meanings correlative thereto. Without limiting the generality of theforegoing, a Person shall be deemed to be Controlled by another Person if such other Personpossesses, directly or indirectly, power to vote 10% or more of the Voting Equity Interests.     “Agreement” has the meaning set forth in the introduction hereto.     “As-Extracted Collateral” means any “as-extracted collateral”, as such term is definedin the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include,without limitation, each of the following, whether now owned or hereafter acquired by any Debtor:(a) oil, gas, or other minerals that are subject to a security interest that (i) is created byDebtor before extraction, and (ii) attaches to the minerals as extracted, or (b) Accounts arisingout of the sale at the wellhead or minehead of oil, gas, or other minerals in which a Debtor had aninterest before extraction.     “Bank Affiliate” means any Affiliate of any Lender that is a party to any Lender SwapContract or any Cash Management Document.     “Cash Management Document” means any agreement between or among the Borrower or any ofits Subsidiaries and any Lender or Bank Affiliate related to treasury management, deposit accounts,cash management, collection, custodial services, automated clearinghouse or funds transfer servicesor arrangements or similar services or arrangements.     “Chattel Paper” means any “chattel paper”, as such term is defined in the UCC, nowowned or hereafter acquired by any Debtor.     “Code” means the Internal Revenue Code of 1986, as amended.     “Collateral” has the meaning set forth in Section 3.1 hereof.     “Commercial Tort Claim” means any “commercial tort claim”, as such term is defined inthe UCC, now owned or hereafter acquired by any Debtor.     “Commodity Account” means any “commodity account”, as such term is defined in the UCC,now owned or hereafter acquired by any Debtor, including any account maintained by a CommodityIntermediary in which a Commodity Contract is carried for a Commodity Customer.     “Commodity Contract” means any commodity futures contract, an option on a commodityfutures contract, a commodity option, or any other contract if the contract or option is (a)traded on or subject to the rules of a board of trade that has been designated as a contract marketfor such a contract pursuant to the federal commodities Laws, or (b) traded on a foreign commodityboard of trade, exchange, or market, and is carried on the books of a Commodity Intermediary for aCommodity Customer.     “Commodity Customer” means a Person for whom a Commodity Intermediary carries aCommodity Contract on its books.
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     “Commodity Intermediary” means (a) a Person that is registered as a futures commissionmerchant under the federal commodities Laws or (b) a Person that in the ordinary course of itsbusiness provides clearance or settlement services for a board of trade that has been designated asa contract market pursuant to federal commodities Laws.     “Contracts” means all contracts, undertakings, or other agreements as the same may beamended from time to time, and (a) all rights of any Debtor to receive moneys due and to become duethereunder or in connection therewith, (b) all rights of any Debtor to damages arising out of orfor breach or default in respect thereof and (c) all rights of any Debtor to exercise remediesthereunder.     “Copyright Collateral” means all Copyrights, whether now owned or hereafter acquiredby any Debtor, including each Copyright identified in Schedule 2 hereto.     “Copyrights” means all copyrights, copyright registrations and applications forcopyright registrations, including, without limitation, all renewals and extensions thereof, theright to recover for all past, present and future infringements thereof, and all other rights ofany kind whatsoever accruing thereunder or pertaining thereto.     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all otherliquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of theUnited States or other applicable jurisdictions from time to time in effect and affecting therights of creditors generally.     “Default” means a “Default” as defined in the Credit Agreement, the Note Agreements orthe Term Loan Agreement, as the context requires.     “Deposit Account” means any “deposit account”, as such term is defined in the UCC, nowowned or hereafter acquired by any Debtor, and, in any event, shall include, without limitation,each of the following, whether now owned or hereafter acquired by any Debtor: (a) any and alllockbox accounts, dominion accounts, controlled disbursement accounts and any and all other depositaccounts at any time established pursuant to the terms of the Financing Documents, and (b) any andall deposits (general or special, time or demand, provisional or final), including withoutlimitation certificates of deposit and investment accounts, at any time established or maintainedwith or held by any of the Secured Parties.     “Document” means any “document”, as such term is defined in the UCC, now owned orhereafter acquired by any Debtor, including, without limitation, all documents of title andwarehouse receipts of any Debtor.     “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.     “Entitlement Holder” means a Person identified in the records of a SecuritiesIntermediary as the Person having a Security Entitlement against the Securities Intermediary. If aPerson acquires a Security Entitlement by virtue of Section 8 501(b)(2) or (3) of the UCC, suchPerson is the Entitlement Holder.
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     “Equipment” means any “equipment”, as such term is defined in the UCC, now owned orhereafter acquired by any Debtor and, in any event, shall include, without limitation, allmachinery, equipment, furnishings, fixtures, and vehicles now owned or hereafter acquired by anyDebtor and any and all additions, substitutions, and replacements of any of the foregoing, whereverlocated, together with all attachments, components, parts, equipment, and accessories installedthereon or affixed thereto.     “Equity Interest” means shares of capital stock (whether denominated as common stockor preferred stock), beneficial, partnership or membership interests, participations or otherequivalents (regardless of how designated) of or in a corporation, partnership, limited liabilitycompany or equivalent entity, whether voting or non-voting.     “Equity Rights” means, with respect to any Person, any outstanding subscriptions,options, warrants, commitments, preemptive rights or agreements of any kind (including any votingtrust agreements) for the issuance, sale, registration or voting of, or outstanding securitiesconvertible into, any additional shares of capital stock of any class, or partnership or otherownership interests of any type in, such Person.     “Event of Default” means an “Event of Default” as defined in the Note Agreements, theTerm Loan Agreement or the Credit Agreement, as the context requires.     “Facilities” means (a) the Note Agreements and the Senior Notes, (b) the CreditAgreement and the Bank Notes, (c) the Term Loan Agreement and the Term Loan Note, (d) any LenderSwap Contract, (e) any Cash Management Document, and “Facility” shall mean any of theforegoing.     “Financial Asset” means any “financial asset”, as such term is defined in the UCC, nowowned or hereafter acquired by any Debtor and, in any event, shall include, without limitation, (a)a Security, (b) an obligation of a Person or a share, participation or other interest in a Personor in property or an enterprise of a Person, that is, or is of a type, dealt in or traded onfinancial markets or that is recognized in any area in which it is issued or dealt in as a mediumfor investment, or (c) any property that is held by a Securities Intermediary for another Person ina Securities Account if the Securities Intermediary has expressly agreed with the other Person thatthe property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code.As the context requires, “Financial Asset” means either the interest itself or the means by which aPerson’s claim to it is evidenced, including a certificated or uncertificated Security, acertificate representing a Security, or a Security Entitlement.     “Financing Documents” shall mean (a) the Note Agreements, the Senior Notes and theNoteholder Guaranty Agreement, (b) the Credit Agreement, the Bank Notes and the Lender GuarantyAgreements, (c) the Term Loan Agreement, the Term Loan Note and the Term Loan Guaranty Agreement,(d) any Lender Swap Contract, (e) any Cash Management Document, (f) this Agreement and the otherSecurity Documents, and (g) any amendments, restatements, supplements or other modifications inrespect of the foregoing.
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     “Foreign Subsidiary” means each Subsidiary of the Borrower which is organized underthe laws of any jurisdiction other than, and which is conducting the majority of its businessoutside of, the United States of America or any state thereof.     “GAAP” means generally accepted accounting principles in the United States set forthin the opinions and pronouncements of the Accounting Principles Board and the American Institute ofCertified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board or such other principles as may be approved by a significant segment of theaccounting profession in the United States, that are applicable to the circumstances as of the dateof determination, consistently applied.     “General Intangibles” means any “general intangibles”, as such term is defined in theUCC now owned or hereafter acquired by any Debtor and, in any event, shall include, withoutlimitation, each of the following, whether now owned or hereafter acquired by any Debtor: allPatents, Trademarks, Copyrights, Intellectual Property, registrations, goodwill, franchises,licenses, permits, proprietary information, customer lists, designs, and inventions of any Debtor,all books, records, data, plans, manuals, computer software, and computer programs of any Debtor,(a) all contract rights, partnership interests, joint venture interests, securities, investmentaccounts, and certificates of deposit of any Debtor, (b) all rights of any Debtor to payment underletters of credit and similar agreements, (c) all tax refunds and tax refund claims of any Debtor,all choses in action and causes of action of any Debtor (whether arising in contract, tort, orotherwise and whether or not currently in litigation) and all judgments in favor of any Debtor, allrights and claims of any Debtor under warranties and indemnities, and (d) all rights of any Debtorunder any insurance, surety, or similar contract or arrangement.     “Goods” means any “goods”, as such term is defined in the UCC, now owned or hereafteracquired by any Debtor and, in any event, shall include, without limitation, all things that aremovable when a security interest attaches.     “Governmental Authority” means the government of the United States or any othernation, or of any political subdivision thereof, whether state or local, and any agency, authority,instrumentality, regulatory body, court, central bank or other entity exercising executive,legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining togovernment (including any supra-national bodies such as the European Union or the European CentralBank).     “Instruments” means any “instrument”, as such term is defined in the UCC, now owned orhereafter acquired by any Debtor.     “Intellectual Property” means, collectively, all Copyright Collateral, all PatentCollateral and all Trademark Collateral, together with (a) all inventions, processes, productionmethods, proprietary information, know-how and trade secrets; (b) all licenses or user or otheragreements granted to any Debtor with respect to any of the foregoing, in each case whether now orhereafter owned or used including, without limitation, the licenses or other agreements withrespect to the Copyright Collateral, the Patent Collateral or the Trademark Collateral listed inSchedule 5 hereto; (c) all information, customer lists, identification of suppliers, data,plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineeringreports, test reports,
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manuals, materials standards, processing standards, performance standards, catalogs, computerand automatic machinery software and programs; (d) all field repair data, sales data and otherinformation relating to sales or service of products now or hereafter manufactured; (e) allaccounting information and all media in which or on which any information or knowledge or data orrecords may be recorded or stored and all computer programs used for the compilation or printout ofsuch information, knowledge, records or data; (f) all licenses, consents, permits, variances,certifications and approvals of governmental agencies now or hereafter held by any Debtor; (g) alldatabases and data collections and all rights therein; (h) all computer software including allsource code, object code, firmware, development tools, files, records and data, all media on whichany of the foregoing is recorded, and all documentation related to any of the foregoing; (i) alldomain names and Internet web sites and all rights and documentation related to any of theforegoing; (j) all mask works and registrations therefor, and all other rights correspondingthereto throughout the world; and (k) all causes of action, claims and warranties now or hereafterowned or acquired by the Debtors in respect of any of the items listed above.     “Inventory” means any “inventory”, as such term is defined in the UCC, now owned orhereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of thefollowing, whether now owned or hereafter acquired by any Debtor: (a) all goods and other personalproperty of any Debtor that (i) are leased by any Debtor as lessor, (ii) are held for sale or leaseor to be furnished under any contract of service, or (iii) are furnished under a contract ofservice, (b) all raw materials, work-in-process, finished goods, inventory, supplies, and materialsof any Debtor, (c) all wrapping, packaging, advertising, and shipping materials of any Debtor,(d) all goods that have been returned to, repossessed by, or stopped in transit by any Debtor, and(e) all Documents evidencing any of the foregoing.     “Investment Property” means any “investment property”, as such term is defined in theUCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include, withoutlimitation, each of the following, whether now owned or hereafter acquired by any Debtor: (a)Securities (whether certificated or uncertificated), (b) Security Entitlements, (c) a SecuritiesAccounts, (d) Commodity Contracts, and (e) Commodity Accounts, but shall not include stock in anyForeign Subsidiary in excess of the percentage of such stock specified in the definition of“Pledged Stock”.     “Issuers” means, collectively, the respective corporations identified beneath thenames of the Debtors on Schedule 1 hereto under the caption “Issuers,” togetherwith any corporation created or acquired after the date hereof, the capital stock of which isrequired to be pledged hereunder pursuant to this Agreement, the Credit Agreement, the NoteAgreements or the Term Loan Agreement.     “Laws” means, collectively, all international, foreign, Federal, state and localstatutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative orjudicial precedents or authorities, including the interpretation or administration thereof by anyGovernmental Authority charged with the enforcement, interpretation or administration thereof, andall applicable administrative orders, directed duties, requests, licenses, authorizations andpermits of, and agreements with, any Governmental Authority, in each case whether or not having theforce of law.
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     “L/C Issuer” means Bank of America, N.A., in its capacity as issuer of letters ofcredit under the Credit Agreement, or any successor issuer of letters of credit thereunder.     “Lender Swap Contract” means any Swap Contract between or among the Borrower or any ofits Subsidiaries and any Lender or Bank Affiliate (provided the Lender was a party to the CreditAgreement at the time such Swap Contract was entered into).     “Lenders” means (a) the financial institutions and other lenders named onSchedule 2.01 attached to the Credit Agreement or any supplement to it thereunder,(b) subject to Section 10.6 of the Credit Agreement, their respective successors and assigns, butnot a “Participant” (as defined in Section 10.06(d) of the Credit Agreement) who is not otherwise aparty to the Credit Agreement and (c) as the context requires, the L/C Issuer.     “Letter-of-Credit Right” means any “letter-of-credit right”, as such term is definedin the UCC, now owned or hereafter acquired by any Debtor.     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, lien (statutory or other), charge, or preference, priority or other security interestor preferential arrangement in the nature of a security interest of any kind or nature whatsoever(including any conditional sale or other title retention agreement or other encumbrance on title toreal property, and any financing lease having substantially the same economic effect as any of theforegoing).     “LLC Interests” means, as to any Debtor (i) all right, title and interest, nowexisting or hereafter acquired, of such Debtor in any LLC but not any of its obligations from timeto time as a member (unless Collateral Agent shall become a member as a result of its exercise ofremedies herein) of any LLC; (ii) any and all moneys due and to become due to such Debtor now or inthe future by way of a distribution made to such Debtor in its capacity as a member of or an ownerof any LLC; (iii) any other property of any LLC to which such Debtor now or in the future may beentitled in its capacity as a member of or an owner of any LLC by way of distribution, return ofcapital or otherwise; (iv) any other claim in respect of any LLC to which such Debtor now or in thefuture may be entitled in its capacity as a member of or an owner of any LLC and its property,including any rights under any operating agreement or other agreement governing or pertaining tosuch interests; (v) the certificates, if any, representing all such rights and interests; (vi) allright of such Debtor under each limited liability company or operating agreement of each LLC; and(vii) to the extent not otherwise included, all Proceeds of any of the foregoing.     “LLCs” means, collectively, the limited liability companies identified beneath thenames of the Debtors on Schedule 1 hereto under the caption “LLCs”, together withany limited liability company created or acquired after the date hereof, the LLC Interests in whichare required to be pledged hereunder pursuant to this Agreement or the Credit Agreement.     “Majority Creditors” shall have the meaning assigned thereto in the IntercreditorAgreement.     “Material Adverse Effect” means (a) a material adverse change in, or a materialadverse effect upon, the operations, business, properties, liabilities (actual or contingent) orcondition (financial or otherwise) or prospects of the Borrower or the Borrower and itsSubsidiaries taken
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as a whole; (b) an impairment of the ability of any Debtor to perform its payment or othermaterial obligations under any Financing Document to which it is a party; or (c) a material adverseeffect upon the legality, validity, binding effect or enforceability against any Debtor of anyFinancing Document to which it is a party.     “Maximum Rate” means, for each Secured Party, the maximum nonusurious amount and themaximum nonusurious rate of interest which, under applicable Law, that such Secured Party ispermitted to contract for, charge, take, reserve, or receive on the Senior Secured Obligations.     “Motor Vehicles” means motor vehicles, tractors, trailers and other like property,whether or not the title thereto is governed by a certificate of title or ownership.     “Partnership Interests” means, as to any Debtor (i) all right, title and interest, nowexisting or hereafter acquired, of such Debtor in any Partnership but not any of its obligationsfrom time to time as a partner (unless Collateral Agent shall become a partner as a result of itsexercise of remedies herein) of any Partnership; (ii) any and all moneys due and to become due tosuch Debtor now or in the future by way of a distribution made to such Debtor in its capacity as apartner of any Partnership; (iii) any other property of any Partnership to which such Debtor now orin the future may be entitled in its capacity as a partner of any Partnership by way ofdistribution, return of capital or otherwise; (iv)  any other claim in respect of any Partnershipto which such Debtor now or in the future may be entitled in its capacity as a partner of anyPartnership and its property, including any rights under any partnership agreement or otherdocument governing or pertaining to such interests; (v) the certificates, if any, representing allsuch rights and interests; (vi) all rights of such Debtor under each partnership agreement orlimited partnership agreement of each Partnership; and (vii) to the extent not otherwise included,all Proceeds of any of the foregoing.     “Partnerships” means, collectively, the partnerships identified beneath the names ofthe Debtors on Schedule 1 hereto under the caption “Partnerships”, together withany partnerships created or acquired after the date hereof, the Partnership Interests in which arerequired to be pledged hereunder pursuant to this Agreement or the Credit Agreement.     “Patent Collateral” means all Patents, whether now owned or hereafter acquired by anyDebtor, including each Patent identified in Schedule 3 hereto.     “Patents” means all patents and patent applications, including without limitation, theinventions and improvements described and claimed therein together with the reissues, divisions,continuations, renewals, extensions and continuations-in-part thereof, all income, royalties,damages and payments now or hereafter due and/or payable under and with respect thereto, including,without limitation, damages and payments for past or future infringements thereof, the right to suefor past, present and future infringements thereof, and all rights corresponding thereto throughoutthe world.     “Payment Intangible” means any “payment intangible”, as such term is defined in theUCC and, in any event, shall include, but not be limited to, a General Intangible under which theAccount Debtor’s principal obligation is a monetary obligation.
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     “Permitted Licenses” means any licenses or sublicenses granted by any Debtor in suchDebtor’s Intellectual Property from time to time in the ordinary course of such Debtor’s businessactivities; provided that, such licenses or sublicenses do not grant the licensee the option toacquire sole title to such Intellectual Property.     “Person” means any natural person, corporation, limited liability company, trust,joint venture, association, company, partnership, Governmental Authority or other entity.     “Pledged Interests” means all LLC Interests and Partnership Interests now or hereafterowned by any Debtor and any limited liability company interest, partnership interest or otherownership or equity securities or certificate (including, without limitation, any certificaterepresenting a distribution in connection with any reclassification, increase or reduction ofcapital or any certificate issued in connection with any reorganization), option or rights, whetherin addition to, in substitution of, as a conversion of, or in exchange for LLC Interests orPartnership Interests, or otherwise in respect thereof.     “Pledged Obligations” means all of each Debtor’s right, title and interest, if any, inand to any and all obligations owed to such Debtor by any Person, whether now existing or hereafterincurred, and in and to all collateral granted to such Debtor or for the benefit of such Debtor ascollateral security for such obligations.     “Pledged Shares” means the Pledged Interests and the Pledged Stock, collectively.     “Pledged Stock” means the shares of common stock of the Issuers represented by thecertificates identified in Schedule 1 hereto under the name of such Debtor and each othercorporation hereafter acquired or formed by any Debtor and all other shares of capital stock ofwhatever class of the Issuers now or hereafter owned by such Debtor and all Equity Rights of anysuch Issuer owned by any Debtor, in each case together with the certificates evidencing the same,subject, in the case of any Foreign Subsidiary, to the limitation that shares of capital stock ofany such Issuer which represent in excess of 65% of the combined voting power of all classes ofcapital stock of such Issuer shall not be pledged; provided,however, that iffollowing a change in the relevant sections of the Code or the regulations, rules, rulings, noticesor other official pronouncements issued or promulgated thereunder which would permit a pledge of66-2/3% or more of the total combined voting power of all classes of capital stock of any ForeignSubsidiary entitled to vote without causing the undistributed earnings of such Foreign Subsidiaryas determined for Federal income taxes to be treated as a deemed dividend to the Debtors forFederal income tax purposes, then the 65% limitation set forth above shall no longer be applicableand the Debtors shall duly pledge and deliver to Collateral Agent such of the capital stock nottheretofore required to be pledged under this Agreement.     “Proceeds” means any “proceeds”, as such term is defined in the UCC and, in any event,shall include, but not be limited to, (a) any and all proceeds of any insurance, indemnity,warranty, or guaranty payable to any Debtor from time to time with respect to any of theCollateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Debtorfrom time to time in connection with any requisition, confiscation, condemnation, seizure, orforfeiture of all or any part of the Collateral by any Tribunal (or any Person acting
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under color of a Tribunal), and (c) any and all other amounts from time to time paid orpayable under or in connection with any of the Collateral.     “Rights” means rights, remedies, powers, privileges, and benefits.     “Senior Secured Obligations” shall have the meaning assigned thereto in theIntercreditor Agreement.     “Secured Party” means each of, and “Secured Parties” means all of, (i) theCollateral Agent, (ii) the Administrative Agent, (iii) the Lenders, (iv) any Affiliate of a Lenderthat is a party to a Swap Contract with the Borrower or any Subsidiary, provided suchLender was a party to the Credit Agreement at the time such Swap Contract was entered into, (v) theNoteholders, (vi) the Term Loan Lender and (vii) each financial institution or other entity thathereafter becomes a “Secured Party” for purposes of the Intercreditor Agreement in accordance withArticle V thereof.     “Securities Account” means all accounts to which a Financial Asset is or may becredited in accordance with an agreement under which the Person maintaining the account undertakesto treat the Person for whom the account is maintained as entitled to exercise rights that comprisethe Financial Asset.     “Securities Act” means the Securities Act of 1933, as amended.     “Securities Entitlements” means each Debtor’s right, title and interest, if any, inand to the rights and property interests as and of an Entitlement Holder with respect to aFinancial Asset.     “Securities Intermediary” means (a) a clearing corporation, or (b) a Person, includinga bank or broker, that in the ordinary course of its business maintains securities accounts forothers and is acting in that capacity.     “Security” means each Debtor’s right, title and interest, if any, in and to anyobligations of an issuer or any shares, participations or other interests in an issuer or inproperty or an enterprise of an issuer which (a) are represented by a certificate representing asecurity in bearer or registered form, or the transfer of which may be registered upon booksmaintained for that purpose by or on behalf of the issuer, (b) are one of a class or series or byits terms is divisible into a class or series of shares, participations, interests or obligations,and (c)(i) are, or are of a type, dealt with or trade on securities exchanges or securities marketsor (ii) are a medium for investment and by their terms expressly provide that they are a securitygoverned by Article 8 of the Uniform Commercial Code.     “Security Documents” means, collectively, any security agreement, including withoutlimitation, this Agreement, any pledge agreement, any assignment, any mortgage or deed of trust, orother agreement or document, together with all related financing statements and stock powers,executed and delivered in connection with the Credit Agreement or other Financing Documents infavor of the Collateral Agent, as amended, modified, supplemented or restated.     “Software” means any “software”, as such term is defined in the UCC and, in any event,shall include, but not be limited to, a computer program (including both source and object code)
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and any supporting information provided in connection with a transaction relating to theprogram.     “Stock and Interests Collateral” means, collectively, the Collateral described inclauses (w) through (aa) of Section 3.1 hereof and the Proceeds of any such property and, to theextent related to any such property or such Proceeds, all books, correspondence, credit files,records, invoices and other papers.     “Subsidiary” of a Person means a corporation, partnership, joint venture, limitedliability company or other business entity of which a majority of the Voting Equity Interests(other than securities or interests having such power only by reason of the happening of acontingency) are at the time beneficially owned, or the management of which is otherwisecontrolled, directly, or indirectly through one or more intermediaries, or both, by such Person.Unless otherwise specified, all references herein to a “Subsidiary” or to“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.     “Supporting Obligations” means any “supporting obligations”, as such term is definedin the UCC, now owned or hereafter acquired by any Debtor.     “Trademark Collateral” means all Trademarks, whether now owned or hereafter acquiredby any Debtor, including each Trademark identified in Schedule 4 hereto. Notwithstandingthe foregoing, the Trademark Collateral does not and shall not include any Trademark that would berendered invalid, abandoned, void or unenforceable by reason of its being included as part of theTrademark Collateral.     “Trademarks” means all trade names, trademarks and service marks, logos, trademark andservice mark registrations, and applications for trademark and service mark registrations,including, without limitation, all renewals of trademark and service mark registrations, all rightscorresponding thereto throughout the world, the right to recover for all past, present and futureinfringements thereof, all other rights of any kind whatsoever accruing thereunder or pertainingthereto, together, in each case, with the product lines and goodwill of the business connected withthe use of, and symbolized by, each such trade name, trademark and service mark.     “Tribunal” means any (a) Governmental Authority, (b) private arbitration board orpanel, or (c) central bank.     “UCC” means the Uniform Commercial Code as in effect in the State of Texas.     “Voting Equity Interests” of any Person means any Equity Interests of any class orclasses having ordinary voting power for the election of at least a majority of the members of theboard of directors, managing general partners or the equivalent governing body of such Person,irrespective of whether, at the time, any Equity Interests of any other class or classes or suchentity shall have or might have voting power by reason of the happening of any contingency.     “Voting Rights” has the meaning set forth in Section 8.16(a)(ii) hereof.
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SECTION 2DEBTORS REMAIN LIABLE     Notwithstanding anything to the contrary contained herein, (a) each Debtor shall remain liableunder the contracts and agreements included in the Collateral to the extent set forth therein toperform all of its duties and obligations thereunder to the same extent as if this Agreement hadnot been executed, (b) the exercise by Collateral Agent of any of its rights hereunder shall notrelease any Debtor from any of its duties or obligations under the contracts and agreementsincluded in the Collateral, and (c) none of the Secured Parties shall have any obligation orliability under any of the contracts and agreements included in the Collateral by reason of thisAgreement, nor shall any Secured Party be obligated to perform any of the obligations or duties ofany Debtor thereunder or to take any action to collect or enforce any claim for payment assignedhereunder.SECTION 3COLLATERAL; REGISTRATION OF PLEDGE;