Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for To secure the payment Obligations now or performance, as the case may be, in full of the Secured Obligationshereafter owed or to be performed by such Pledgor, each Grantor Pledgor does hereby assigns grant, pledge and pledges assign to the Collateral Agent, Pledgee for the benefit of the Secured PartiesCreditors, and does hereby grants to create a continuing security interest in favor of the Collateral Agent, Pledgee for the benefit of the Secured Parties, a security interest Creditors in, all of such Grantor’s the right, title and interest inin and to the following, to and under (whether now existing or hereafter acquiredfrom time to time acquired (collectively, the "Collateral"): (a) each of the Collateral Accounts, including any and all Equity Interests assets of each Subsidiary directly owned whatever type or kind deposited by such Grantor held Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by it and listed on Schedule 4 of the Perfection Certificate and Credit Agreement or any other Equity Interests of Subsidiaries directly owned Secured Debt Agreement to be deposited in the future by such Grantor Collateral Account, and the certificatesall investments and all certificates and other Instruments (including depository receipts, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and representing or evidencing the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificatesame, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyall dividends, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion offoregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other Proceeds received action on behalf of and in the name of any of such Pledgor in respect ofof such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the securities referred foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in clauses connection with any of the foregoing; and (aF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and (b) aboveinstruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) subject all Partnership Interests of such Pledgor from time to Section 2.06time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and privileges of such Grantor with respect to the securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) above; andrespect of or in exchange for any or all thereof; (e) all Proceeds of, and Security Entitlements in, of such Pledgor from time to time in any and all of the foregoing foregoing; (the items referred f) all Financial Assets and Investment Property of such Pledgor from time to in clauses time; and (ag) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include all Proceeds of any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with and all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, foregoing. Notwithstanding anything to the termscontrary contained in this Section 3.1, covenants (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and conditions hereinafter set forth(y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Holdings’ right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary the Borrower directly owned by Holdings (which such Grantor held by it and Equity Interests as of the Closing Date shall be listed on Schedule 4 of the Perfection Certificate I) and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged EquityBorrower Stock”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Borrower Stock; (dc) subject to Section 2.063.08, all rights and privileges of such Grantor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a), clause (b) and (c) above; and (ed) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else to the contrary, in the event that Rule 3-16 of Regulation S-X under the Securities Act (as such Rule 3-16 may be amended, modified or interpreted by the SEC, “Rule 3-16”) would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower due to the fact that the Pledged Borrower Stock secures any Series of the Other First Lien Obligations affected thereby, then the Pledged Borrower Stock (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Pledged Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower, then the Pledged Borrower Stock will automatically be deemed to be a part of the Pledged Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Pledged Borrower Stock and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Pledged Borrower Stock deemed by this paragraph to no longer constitute part of the Pledged Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security (a) To secure all Obligations of such Pledgor and for the payment or performance, as the case may be, purposes set forth in full of the Secured ObligationsSection 1 hereof, each Grantor hereby assigns and pledges Pledgor hereby: (i) grants to the Collateral Agent, Pledgee for the benefit of the Secured Parties, and hereby grants to Creditors a first priority security interest in all of the Collateral Agent, owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit of the Secured PartiesCreditors the certificated Pledged Securities owned by such Pledgor on the date hereof, a security interest inand delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) (except in the case of ULC Shares) assigns, (except in the case of ULC Shares) transfers, and (in each case) hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of such GrantorPledgor’s right, title and interest inin and to such Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities), to be held by the Pledgee upon the terms and under conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired):, including, without limitation: (aA) all Equity Interests the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of each Subsidiary directly owned by such Grantor held by it Pledged Limited Liability Company Interests; (B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificatesremedies, if any, representing all under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Equity Pledged Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the “Pledged Equity”extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights); provided that the Pledged Equity shall not include Excluded Assets; (bD) all debt obligations from time present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to time owed Section 5 hereof, all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Grantor Pledgor relating to any Pledged Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and the promissory notes to take any and instruments evidencing Indebtedness for borrowed money owned by a Grantor all other action on behalf of and listed opposite in the name of such Grantor on Schedule 5 Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Perfection Certificateforegoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any promissory notes and instruments evidencing Indebtedness for borrowed money obtained action in connection with any of the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assetsforegoing; (cF) subject all other property hereafter delivered in substitution for or in addition to Section 2.06any of the foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) aboveforegoing; and (eG) to the extent not otherwise included, all Proceeds of, and Security Entitlements in, proceeds of any or all of the foregoing foregoing; and (v) transfers and assigns to the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, Pledgee for the benefit of the Secured PartiesCreditors such Pledgor’s Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, forever; subjectduly endorsed in blank) and all of such Pledgor’s right, howevertitle and interest in each Pledged Partnership including, without limitation: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests; (B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the termsextent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, covenants if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of such Pledgor’s rights under any partnership agreement or at law to exercise and conditions hereinafter set forthenforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (G) to the extent not otherwise included, all proceeds of any or all of the foregoing. (b) As used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.

Pledge. As 2.1 Each of the Pledgors hereby undertakes to the Security Agent (on behalf of the Secured Parties) the due and punctual payment of all the Secured Obligations. 2.2 Each of the Pledgors hereby pledges to the Pledgee who accepts the Pledged Shares set out against his name above as security for the due and punctual payment or performance, as the case may be, in full and performance of the Secured Obligations. In constitution of the Pledge, each Grantor hereby assigns and pledges of the Pledgors is contemporaneously delivering the share certificates relating to the Collateral AgentPledged Shares and the relevant executed Annexes, for to the benefit Pledgee who accepts to hold the said share certificates and Annexes under the terms hereof. The Parties are entering into this Agreement to regulate the said Pledge. 2.3 It is expressly agreed that the Pledge is being granted by each of the Pledgors to the Pledgee (on behalf of the Secured Parties, and hereby grants to the Collateral Agent, ) as security for the benefit Secured Obligations. 2.4 This Pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares (whether through sale or disposal thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil Code in virtue of the special privilege accorded by law under article 2009(a) of the said Civil Code as well as the right of retention over the said Pledged Shares until such time as all the Secured Obligations have been fully and irrevocably performed. 2.5 The Parties hereby agree that this Agreement constitutes a ‘financial collateral arrangement’ for the purposes of the Financial Collateral Arrangements Regulations (S.L. 459.01) (the “Financial Collateral Regulations”) and that the said Financial Collateral Regulations shall be applicable to this Agreement. 2.6 Nothing in this Agreement shall be construed as placing on the Pledgee and the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, prior to and under (whether now existing the eventual disposal or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 appropriation of the Perfection Certificate and Pledged Shares, any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed liability whatsoever in respect ofof any calls, in exchange for installments or upon the conversion of, and all other Proceeds received in respect of, the securities referred payments relating to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (Pledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and each of the items referred to Pledgors shall at all times indemnify and hold harmless the Pledgee and the Secured Parties against and from all demands made against any of them, payments made by any of them, and costs, expenses, damages, losses or other liabilities incurred or suffered by any of them at any time in clauses (a) through (d) above being collectively referred to respect of any such calls, instalments or other payments as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for aforesaid. 2.7 The Pledgee holds the benefit of this Agreement on trust for itself and the Secured Parties, forever; subject, however, to Parties in accordance with the terms, covenants and conditions hereinafter set forthprovisions of the Declaration of Trust.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each Material Subsidiary that is a Domestic Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Assets; Securities; (bb)(i) all the debt obligations from time securities currently issued to time owed any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt Securities shall not include any Excluded Assets; Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each first-tier Foreign Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money first-tier Foreign Subsidiary obtained in the future by such Grantor (collectively, the “Pledged Debt”) Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Debt pledged Equity Interests shall not include any Excluded Assets; Securities; (cb) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and above; (b) above; (dc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above; and (c) above; and (ed) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged CollateralStock”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded AssetsSecurities or Excluded Property; (b) all (i) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor Pledgor on Schedule 5 II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of the Perfection Certificateeach instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and any (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained such debt obligations (the property described in the future by such Grantor clauses (collectivelyb)(i), (ii) and (iii) above, the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded AssetsSecurities or Excluded Property; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Series of Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Series of Other First Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such Person’s Equity Interests secure the Other First Lien Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Series of Other First Lien Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Series of Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Series of Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the First Lien/First Lien Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule 4 of the Perfection Certificate III) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded AssetsProperty; (b) all (i) the debt obligations from time securities currently issued to time owed any Pledgor (which debt securities constituting Pledged Debt shall be listed on Schedule III), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite such debt securities (the name of such Grantor on Schedule 5 of the Perfection Certificateitems referred to in subclauses (i) through (iii), and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded AssetsProperty; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock and the Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (de) above being collectively referred to as the “Pledged Collateral”); provided provided, that the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else to the contrary, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such person’s Equity Interests secure any Series of the Other First Lien Obligations affected thereby, then the Equity Interests of such person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such person, then the Equity Interests of such person will automatically be deemed to be a part of the Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each Material Subsidiary that is a Domestic Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Assets; Securities; (bb)(i) all the debt obligations from time securities currently issued to time owed any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt Securities shall not include any Excluded Assets; Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. (a) As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns grants, mortgages, pledges, hypothecates and pledges transfers to the Collateral Administrative Agent, for the benefit of the Secured Partiesits successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such GrantorPledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and under (other Persons in each case whether now existing or hereafter acquired): (a) all Equity Interests organized, together with its interest in the property of each Subsidiary directly owned by such Grantor held by it Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and listed whether during the continuance of or on Schedule 4 account of the Perfection Certificate liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other Equity Interests organizational document or similar agreement of Subsidiaries directly owned in the future by each such Grantor Person and the certificates, if any, representing all such Equity Interests (the “Pledged EquityEquity Securities”); provided that the Pledged Equity Securities shall not include Excluded Assets; more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (bii) all debt obligations from time to time owed securities now or in the future held by or issued to such Grantor Pledgor and the promissory notes and any other instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite such debt securities (the name of such Grantor on Schedule 5 of “Pledged Debt Securities” and, together with the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyPledged Equity Securities, the “Pledged DebtSecurities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; provided that the Pledged Debt shall not include Excluded Assets; (civ) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses Pledged Securities; (a) and (b) above; (dv) subject to Section 2.065, all rights and privileges of such Grantor each Pledgor with respect to the securities Pledged Securities and other property referred to in clauses (ai), (bii), (iii) and (civ) aboveabove (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and and (evi) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include ). “Equity Interests” means any Excluded Assets); TO HAVE AND TO HOLD and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining holder thereof to purchase or incidental thereto, unto the Collateral Agent, for the benefit acquire any of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (ai) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by it on the date hereof (including all such Grantor held by it shares and Equity Interests listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Grantor, and the certificates, if any, certificates representing all such the foregoing shares and Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Assets; Equity Interests; (bii) all debt obligations from time securities or Indebtedness (including intercompany Indebtedness) held by it on the date hereof (including all such debt securities or Indebtedness listed on Schedule II) and, to time owed the extent required hereunder, any debt securities or Indebtedness in the future issued to or held by such Grantor Grantor, and the promissory notes and any other instruments evidencing such debt securities or Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged DebtDebt Securities”); (iii) all other property that may be pledged to the Collateral Agent pursuant to the terms of this Section 3.01; provided that the Pledged Debt shall not include Excluded Assets; (civ) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”); provided that neither the Pledged Stock, Pledged Debt Securities nor the Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthProperty.

Pledge. As security for To secure the payment Obligations now or performance, as the case may be, in full of the Secured Obligationshereafter owed or to be performed by such Pledgor, each Grantor Pledgor does hereby assigns grant and pledges pledge to the Collateral Agent, Pledgee for the benefit of the Secured PartiesCreditors, and does hereby grants to create a continuing second priority security interest in favor of the Collateral Agent, Pledgee for the benefit of the Secured Parties, a security interest Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such GrantorPledgor’s right, title and interest inin and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, to credited thereto or payable thereon, and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it instruments, documents and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations writings from time to time owed to such Grantor and evidencing the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateConcentration Accounts, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyall dividends, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion offoregoing; (b) all Stock of GMSCII, or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of GMSCII or any such Vessel Subsidiary Guarantor; (c) all Limited Liability Company Interests in GMSCII, or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other Proceeds received action on behalf of and in the name of such Pledgor in respect ofof such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the securities referred foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in clauses connection with any of the foregoing; and (aF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and (b) aboveinstruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) subject all Partnership Interests in GMSCII, or a Vessel Subsidiary Guarantor owned by such Pledgor from time to Section 2.06time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and privileges of such Grantor with respect to the securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) aboverespect of or in exchange for any or all thereof; and (e) all Proceeds of, of any and Security Entitlements in, any all of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby collaterally assigns and pledges to the First Lien Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the First Lien Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all (i) the Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificatesdate hereof, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII hereto, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged DebtEquity Interests”) ); provided that the Pledged Debt Equity Interests shall not include any Excluded Equity Interests; (b) (i) the debt securities owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral ). Notwithstanding the foregoing, in no event shall not include the pledge under this Section 2.01 attach to any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. (a) As collateral security for the prompt payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit as of the Secured PartiesEffective Date each Pledgor hereby grants, pledges, assigns, hypothecates, transfers, delivers and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a first Lien on and first security interest inin (i) to the extent the same do not constitute Excluded Shares, all of such Grantor’s right, title and interest in, to and under (whether the Capital Stock of the Issuers now existing owned or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned acquired by such Grantor held by it and listed on Schedule 4 of Pledgor (collectively, the Perfection Certificate and “Pledged Shares”; when used with respect to any other Equity Interests of Subsidiaries directly owned one Pledgor, “Pledged Shares” means the Pledged Shares in the future by which such Grantor and Pledgor has an interest), (ii) subject to Section 5, any Stock Rights, (iii) the certificates, if any, representing all such Equity Interests Pledged Shares and Stock Rights and (iv) all Proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to collateral described in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (div) above of this Section 2 being collectively referred to as the “Pledged Collateral”; provided that ). Notwithstanding the foregoing, the Pledged Collateral shall not be deemed to include (a) any Excluded Assets); TO HAVE AND TO HOLD General Intangibles or other rights arising under contracts, Instruments, licenses, license agreements or other documents, to the Pledged Collateralextent (and only to the extent) that the grant of a security interest would (i) be prohibited by an enforceable anti-assignment provision of such documents in favor of a third party on such grant, together with all rightunless and until any required consents shall have been obtained, title(ii) give any other party to such contract, interestInstrument, powerslicense, privileges and preferences pertaining license agreement or incidental theretoother document the right to terminate its obligations thereunder, unto the Collateral Agentor (iii) violate any law, for the benefit of the Secured Parties, forever; subjectprovided, however, that (1) any portion of any such General Intangible or other such right pursuant to this clause (a) shall constitute Pledged Collateral at the time and to the termsextent that the grant of a security interest therein does not result in any of the consequences specified in subclauses (i) through (iii) above and (2) the limitation set forth in this clause (a) above shall not affect, covenants limit, restrict or impair the grant by a Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other such right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; (b) any property as to which the Collateral Agent and conditions hereinafter set forththe Borrower reasonably determine (as specified in writing by such Persons) that the costs of obtaining a security interest (or perfecting the same) outweighs the benefit to the Secured Parties of the security afforded thereby; (c) any other assets that require perfection exclusively through control agreements under the applicable UCC; or (d) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute any of the items described in clauses (a) through (c) above.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, for the benefit of the Secured Partiesits successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including, without limitation, those listed on Schedule 4 of the Perfection Certificate II hereto) and any shares of capital stock and other Equity Interests of Subsidiaries directly owned any Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, certificates representing all such Equity Interests shares or interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) (bi) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and securities (including, without limitation, those listed opposite the name of such Grantor the Pledgor on Schedule 5 of II hereto), (ii) all debt securities, in the Perfection Certificate, future issued to the Pledgor and any (iii) all promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; ; (de) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of, proceeds of any and Security Entitlements in, any all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (d) above being collectively referred to as the “Pledged CollateralSecurities”; provided that Pledged ) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall not include be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any Excluded Assets); prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the To secure prompt payment or performance, as the case may be, in full of any and all of the Secured principal of, premium, if any, and interest on, this Note and all other Note Obligations, and prompt performance by each Grantor Note Party of each of its covenants and duties under the Note Documents, each Note Party hereby assigns and pledges to the Collateral Agent, for its benefit and for the benefit of the Secured PartiesHolder Representative and the holders of Notes, and hereby grants to the Collateral Agent, for its benefit and for the benefit of the Secured PartiesHolder Representative and the holders of Notes, a continuing security interest in, in all of such GrantorNote Party’s right, title and interest in, to and under (the following, whether now existing or hereafter from time to time acquired):: (ai) all Equity Interests of each Subsidiary directly owned by such Grantor Capital Stock held by it and that are listed on Schedule 4 in Section 8 of the Perfection Certificate Disclosure Letter and any other Equity Interests of Subsidiaries directly Capital Stock in any Subsidiary now owned or acquired in the future by such Grantor Note Party and the certificates, all certificates (if any, ) representing all such Equity Interests Capital Stock (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets;Capital Stock in excess of 65% of the issued and outstanding voting Capital Stock or 100% of the issued and outstanding non-voting Capital Stock directly owned by any Note Party in (A) any Subsidiary that is a CFC Holdco or (B) any Subsidiary that is a CFC. (bii) all debt obligations from time to time owed to such Grantor and (A) the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor it and listed opposite the name of such Grantor on Schedule 5 Note Party in Section 8 of the Perfection CertificateDisclosure Letter, and (B) any promissory notes and instruments evidencing other Indebtedness for borrowed money obtained now owned or acquired in the future by such Grantor Note Party and (C) the debt securities, promissory notes and any other instruments evidencing such Indebtedness (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 11(a); (iv) subject to Section 2.0611(f), all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (ai), (ii) and (biii) above; (dv) subject to Section 2.0611(f), all rights and privileges of such Grantor Note Party with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above, including any claims, rights, powers, privileges, authority, options, security interests, liens and remedies (if any) under any corporate bylaws, limited liability company agreement or operating agreement, partnership agreement, or at law or otherwise; and (evi) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dvi) above of this Section 11(a) being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Holdings’ right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary the Borrower directly owned by Holdings (which such Grantor held by it and Equity Interests as of the Closing Date shall be listed on Schedule 4 of the Perfection Certificate I) and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged EquityBorrower Stock”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Borrower Stock; (dc) subject to Section 2.063.08, all rights and privileges of such Grantor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a), clause (b) and (c) above; and (ed) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through this clause (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each Material Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in a Material Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that (i) the Pledged Stock shall not include any Excluded Securities and (ii) in the case of Holdings and each Legacy Blocker Entity, such pledge shall be limited to the Equity Interests of the Borrower or any Legacy Blocker Entity directly owned by it; (b) (i) the debt securities currently issued to any Grantor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Equity Debt Securities shall not include any Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) Securities; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Secured Obligations, including the Guarantees of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and it, including those listed on Schedule 4 of the Perfection Certificate I and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; ; (b) all (i) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor it and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateI, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money debt obligations (including, without limitation, any intercompany notes) directly obtained in the future by such Grantor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $5 million and (collectivelyiii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded Assets; Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) above; Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock shall be listed on Schedule 4 of the Perfection Certificate III) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets; (bi) all any Equity Interests owned on or acquired after the Closing Date (other than, in the case of shareholder agreements or other contractual obligations, (x) Equity Interests in the Borrower or (y) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the New York UCC and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles, (b)(i) the debt obligations from time securities currently issued to time owed any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and above and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided that with respect to EVERTEC Costa Rica, S.A., the Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Grantor Credit Party hereby assigns and pledges to the Collateral Agent, Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent for the benefit of the Secured Parties, a security interest in, in all of such GrantorCredit Party’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all (i) the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including, as of the Closing Date, those Equity Interests listed on Schedule 4 of the Perfection Certificate I) and (ii) any other directly owned Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor and Credit Party and, in each case, the certificates, if any, representing all such Equity Interests (the foregoing clauses (a)(i) and (ii), collectively, the “Pledged EquityEquity Securities”); provided that the Pledged Equity Securities shall not include include: (A) [Reserved]; (B) more than 65% of the issued and outstanding Equity Interests of “Darmantest Laboratories” Limited Liability Company, (C) to the extent applicable law requires that a subsidiary of such Credit Party issue directors’ qualifying shares, nominee shares or similar shares which are required by law to be held by persons other than such Credit Party, such qualifying shares, nominee shares or similar shares held by persons other than such Credit Party, (D) [Reserved], (E) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Assets;Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition, (F) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in material adverse tax consequences to the Borrower and its subsidiaries (taken as whole) as reasonably determined by the Borrower, (G) any Margin Stock, (H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Borrower to the Administrative Agent and not-for-profit subsidiaries, and (I) any Equity Interests that the Borrower and the Requisite Lenders (as defined in the Credit Agreement) shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby (any Equity Interests excluded pursuant to any of clauses (A) through (I) above, an “Excluded Equity Interest”), (b) all debt obligations from time to time (i) promissory notes and any instruments evidencing Indebtedness for borrowed money owed to it as of the Closing Date (including, as of the Closing Date, those listed opposite the name of such Grantor Credit Party on Schedule I) and (ii) any promissory notes and any instruments evidencing Indebtedness for borrowed money in the future issued to such Credit Party (the foregoing clauses (b)(i) and (b)(ii) collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite (A) having an aggregate principal amount not in excess of $5,000,000, (B) [reserved], or (C) to the name extent the pledge of such Grantor on Schedule 5 promissory note or instrument would violate applicable law (after giving effect to any applicable anti-assignment provisions of the Perfection Certificate, and New York UCC or any other applicable law); provided that such promissory notes and instruments evidencing Indebtedness for borrowed money obtained note or instrument shall cease to be Excluded Instruments at such time as such prohibition ceases to be in effect to the future by extent such Grantor (collectivelypromissory note or instrument is an Excluded Instrument as a result of such prohibition, the “Pledged DebtExcluded Instruments”) ; provided that the Pledged Debt shall not include Excluded Assets;), (c) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred Pledged Collateral (except to in clauses (a) and (b) above;the extent otherwise excluded from the Collateral pursuant to this Agreement), (d) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Credit Party with respect to the securities and other property referred to in clauses (a), (b) and (c) above; , and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby collaterally assigns and pledges to the Second Lien Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Second Lien Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all (i) the Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificatesdate hereof, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII hereto, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged DebtEquity Interests”) ); provided that the Pledged Debt Equity Interests shall not include any Excluded Equity Interests; (b) (i) the debt securities owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral ). Notwithstanding the foregoing, in no event shall not include the pledge under this Section 2.01 attach to any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgors hereby assigns and pledges pledge to the Collateral Agent, and grant to Agent for itself and the benefit of Lenders, a first priority security interest in (other than the Secured Partiesshares of AG Processing Inc., CF Industries, Inc., Universal Cooperatives, Inc. and hereby grants to the Collateral AgentCoBank, ACB, in which Agent for itself and the benefit of the Secured Parties, Lenders shall have a second priority security interest in, subordinate only to the lien of the issuer of said shares to secure any indebtedness of the owner of said shares to said issuer (the "Issuer Lien") all of such Grantor’s rightthe following (collectively, title and interest in, to and under (whether now existing or hereafter acquiredthe "Pledged Collateral"): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor Pledged Shares and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateShares, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyall dividends, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Shares; and (b) the Pledged Interests and the certificates representing the Pledged Interests, if any, including, without limitation, (i) all of Pledgors' rights, powers, and remedies under each Operating Agreement, and (ii) any rights to properties, assets, distributions, liquidating distributions and allocations of profits and losses in respect of such Pledged Interests; and (c) such portion, as determined by Agent as provided in Section 6(d) below, of any additional limited liability company interests or equity interests of a Pledged Entity or other options or rights with respect to any such interests from time to time acquired by the Pledgors in any manner (which equity interests shall be deemed to be part of the Pledged Shares and which limited liability company interests shall be deemed to be part of the Pledged Interests), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other Proceeds received property or proceeds from time to time received, receivable or otherwise distributed in respect of, the securities referred to of or in clauses (a) and (b) above;exchange for any or all of such Stock; and (d) subject to Section 2.06the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all rights and privileges of such Grantor with respect to the securities interest, cash, instruments and other property referred and assets from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) aboverespect of the Pledged Indebtedness; and (e) all Proceeds of, additional Indebtedness arising after the date hereof and Security Entitlements in, any of owing to the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged CollateralPledgors and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all right, title, interest, powerscash, privileges instruments and preferences pertaining other property and assets from time to time received, receivable or incidental thereto, unto the Collateral Agent, for the benefit otherwise distributed in respect of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forththat Pledged Indebtedness.

Pledge. (a) The following liens are hereby granted: (i) As collateral security for the payment or and performance, as the case may be, in full of all the Secured Obligations, each Grantor Pledgor hereby assigns pledges and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a lien on and security interest in, in and to all of such Grantor’s the right, title and interest of such Pledgor in, to and under (whether now existing or hereafter acquired): (a) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it and it, including those listed on Schedule 4 of the Perfection Certificate II hereto and any shares of capital stock and other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor shares or interests (collectively, the “Pledged DebtStock”); (b) (i) ; provided that all debt securities owned by it listed opposite the name of the Pledgor on Schedule II hereto, (ii) all debt securities in the future issued to the Pledgor and (iii) all promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Debt Securities” and together with the Pledged Debt shall not include Excluded Assets; Stock, the “Pledged Securities”); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, proceeds of any and Security Entitlements in, any all of the foregoing (all the items referred foregoing, collectively, the “Securities Collateral”); provided, however, that, the term “Securities Collateral” shall not include (i) to the extent such pledge would, in clauses the good faith judgment of the Pledgor reasonably be expected to result in material adverse tax consequences to the Borrower or its Restricted Subsidiaries, more than 65% of the issued and outstanding shares of the Equity Interests entitled to vote of any first tier Non-US Restricted Subsidiary; (ii) the Equity Interests of any Excluded Subsidiary; (iii) the Equity Interests of any Excluded Joint Venture and (iv) any Equity Interests or debt securities owned by such Pledgor if and to the extent that the grant of the security interest shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law, (A) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Pledgor therein, (B) constitute or result in a breach or termination pursuant to the terms of, or a default under, any such Equity Interest or debt securities, (C) be void or illegal under any applicable governmental law, rule or regulation, or (D) be prohibited by (i) the organizational documents of the issuer of such Equity Interests or debt securities or (ii) agreements among the equity holders of the issuer of such Equity Interests or debt securities, in each case, as in effect on the Closing Date. (b) Upon delivery to the Collateral Agent, (a) through (d) above being collectively referred to as any certificated Pledged Securities now or hereafter included in the “Pledged Collateral”; provided that Pledged Securities Collateral shall not include be accompanied by stock powers duly executed in blank or other similar instruments of transfer reasonably satisfactory to the Collateral Agent and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any Excluded Assets); prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and Pledgor hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, a security interest in, in and pledge of all of such Grantor’s the Pledgors’ right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) 2.1 all Equity Interests shares of each Subsidiary directly owned by such Grantor held by it capital stock, limited liability company membership interests and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests owned by each Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto (each an “Issuer”), and any shares of Subsidiaries directly owned capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Grantor each Pledgor, and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (the “Pledged EquitySecurities”); provided however, that the Pledged Equity Securities shall not include Excluded Assetsinclude, and the security interest shall not attach to: (i) equity interests in joint ventures or any non-wholly-owned Subsidiaries, but only to the extent that the organizational documents or other agreements with other equity holders do not permit or restrict the pledge of such equity interests, (ii) more than 65% of the outstanding Voting Equity Interests of any (x) CFC or (y) U.S. Subsidiary that is a disregarded entity for U.S. federal income tax purposes if substantially all of its assets consist of the capital stock of one or more Foreign Subsidiaries and (iii) equity interests in any Unrestricted Subsidiary; (b) 2.2 all debt obligations from time to time owed to such Grantor other Investment Property that may be delivered to, and held by, the ABL Collateral Agent, as agent for the Collateral Agent and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite other Credit Parties, among others, pursuant to the name of such Grantor on Schedule 5 terms of the Perfection CertificateIntercreditor Agreement, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in or the future by such Grantor (collectively, Collateral Agent pursuant to the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assetsterms hereof; (c) 2.3 subject to Section 2.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clauses (a) 2.1 and (b) 2.2 above; (d) 2.4 subject to Section 2.066, all rights and privileges of such Grantor each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b) 2.2, and (c) 2.3 above; and (e) 2.5 all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (d) above 2.4 being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, foreveruntil (i) the Commitments have expired or been terminated and (ii) all of the Secured Obligations have been paid in full in cash or otherwise satisfied (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement or the Credit Agreement); subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent or the ABL Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and the ABL Collateral Agent and by such other instruments and documents as the Collateral Agent and the ABL Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent and the ABL Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock shall be listed on Schedule 4 of Schedules 7(a) and 7(b) to the Perfection Certificate Certificate) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Assets; Equity Interests, (bb)(i) all the debt obligations from time securities currently issued to time owed any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and above and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided that with respect to the Costa Rican Subsidiary, the Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment in full in cash or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b) (bi) all the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor Pledgor on Schedule 5 of II, (ii) any debt securities in the Perfection Certificatefuture issued to such Pledgor, and any (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt obligations and debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (and whether now or hereafter existing or hereafter acquired): arising (ai) all Equity Interests of each Subsidiary directly owned by such Grantor held by it on the Closing Date in the Borrower and any Wholly-Owned Restricted Subsidiary including, without limitation, the Equity Interests listed on Schedule 4 of the Perfection Certificate I and any other Equity Interests of Subsidiaries directly owned in any Wholly-Owned Restricted Subsidiary obtained in the future by such Grantor and the certificates, certificates (if any, ) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; Equity; (bii) all (A) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money securities owned by a Grantor and it on the Closing Date including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateI, and (B) any promissory notes and instruments evidencing Indebtedness for borrowed money debt securities obtained in the future by such Grantor and (collectivelyC) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”) ); provided that the Pledged Debt shall not include Excluded Assets; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (div) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and and (ev) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each first-tier Foreign Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money first-tier Foreign Subsidiary obtained in the future by such Grantor (collectively, the “Pledged Debt”) Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Debt pledged Equity Interests shall not include any Excluded Assets; Securities; (cb) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and above; (b) above; (dc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above; and (c) above; and (ed) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged CollateralStock”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for To secure the payment Obligations now or performance, as the case may be, in full of the Secured Obligationshereafter owed or to be performed by such Pledgor, each Grantor Pledgor does hereby assigns grant and pledges pledge to the Collateral Agent, Pledgee for the benefit of the Secured PartiesCreditors, and does hereby grants to create a continuing first priority security interest in favor of the Collateral Agent, Pledgee for the benefit of the Secured Parties, a security interest Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such GrantorPledgor’s right, title and interest inin and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, to credited thereto or payable thereon, and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it instruments, documents and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations writings from time to time owed to such Grantor and evidencing the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateConcentration Accounts, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyall dividends, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion offoregoing; (b) all Stock of the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the Borrower or any such Vessel Subsidiary Guarantor; (c) all Limited Liability Company Interests in the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other Proceeds received action on behalf of and in the name of such Pledgor in respect ofof such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the securities referred foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in clauses connection with any of the foregoing; and (aF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and (b) aboveinstruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) subject all Partnership Interests in the Borrower or a Vessel Subsidiary Guarantor owned by such Pledgor from time to Section 2.06time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and privileges of such Grantor with respect to the securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) aboverespect of or in exchange for any or all thereof; and (e) all Proceeds of, of any and Security Entitlements in, any all of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all (i) the Equity Interests of each Subsidiary directly owned by such Grantor held by it and on the date hereof (including all such Equity Interests listed on Schedule 4 of the Perfection Certificate and II), (ii) any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor and (iii) the certificates, if any, certificates representing all such Equity Interests Interests, if any (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided that the Pledged Equity shall not include Excluded Assets; (bi) all the debt obligations from time to time owed to securities held by such Grantor and on the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule 5 of II), (ii) any debt securities in the Perfection Certificate, future issued to such Grantor and any (iii) the promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in such debt securities (all the future by such Grantor (collectively, foregoing collectively referred to herein as the “Pledged DebtDebt Securities”) ; provided that the Pledged Debt shall not include Excluded Assets); (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided provided, however, that Pledged Collateral notwithstanding any of the other provisions set forth in this Section 2, in no event shall not include the security interest granted under this Section 2 attach to any Excluded Assets); Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveras long as the Obligations remain outstanding; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each any Material Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 as of the Perfection Certificate Closing Date and any other Equity Interests of Subsidiaries any Material Subsidiary directly owned in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the Equity Interests in “controlled foreign companies” under Section 957 of the Code, (ii) any Equity Interests of any Subsidiary to the extent that, as of the Closing Date and for so long as, a pledge of such Equity Interests would violate a contractual obligation binding on the issuer or holder of such Equity Interests, (iii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Equity Interests would violate applicable law or a contractual obligation binding on the issuer or holder of such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b) (bi) all the debt obligations from time to time owed securities for borrowed money having an aggregate principal amount in excess of $20,000,000 (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and the Subsidiaries and (B) any debt securities held by such Pledgor as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any Material Pledged Debt Securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor Material Pledged Debt Securities (collectively, the “Pledged DebtDebt Securities”) ); provided provided, that the Pledged Debt Securities shall not include Excluded Assets; the debt securities listed on Schedule II; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As collateral security for the prompt payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Second Priority Secured Obligations, as of the Closing Date each Grantor Pledgor hereby assigns grants, pledges, assigns, hypothecates, transfers, delivers and pledges grants to the Second Priority Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Second Priority Secured Parties, a Lien on and security interest inin (i) to the extent the same do not constitute Excluded Shares, all of such Grantor’s right, title and interest in, to and under (whether the Capital Stock of the Issuers now existing owned or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned acquired by such Grantor held by it and listed on Schedule 4 of Pledgor (collectively, the Perfection Certificate and “Pledged Shares”; when used with respect to any other Equity Interests of Subsidiaries directly owned one Pledgor, “Pledged Shares” means the Pledged Shares in the future by which such Grantor and Pledgor has an interest), (ii) subject to Section 5, any Stock Rights, (iii) the certificates, if any, representing all such Equity Interests Pledged Shares and Stock Rights and (iv) all Proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to collateral described in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (div) above of this Section 2 being collectively referred to as the “Pledged Collateral”; provided that ). Notwithstanding the foregoing, the Pledged Collateral shall not be deemed to include (a) any Excluded Assets); TO HAVE AND TO HOLD General Intangibles or other rights arising under contracts, Instruments, licenses, license agreements or other documents, to the Pledged Collateralextent (and only to the extent) that the grant of a security interest would (i) be prohibited by an enforceable anti-assignment provision of such documents in favor of a third party on such grant, together with all rightunless and until any required consents shall have been obtained, title(ii) give any other party to such contract, interestInstrument, powerslicense, privileges and preferences pertaining license agreement or incidental theretoother document the right to terminate its obligations thereunder, unto the Collateral Agentor (iii) violate any law, for the benefit of the Secured Parties, forever; subjectprovided, however, that (1) any portion of any such General Intangible or other such right pursuant to this clause (a) shall constitute Pledged Collateral at the time and to the termsextent that the grant of a security interest therein does not result in any of the consequences specified in subclauses (i) through (iii) above and (2) the limitation set forth in this clause (a) above shall not affect, covenants limit, restrict or impair the grant by a Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other such right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; (b) any property as to which the Second Priority Collateral Agent and conditions hereinafter set forththe Company reasonably determine (as specified in writing by such Persons) that the costs of obtaining a security interest (or perfecting the same) outweighs the benefit to the Second Priority Secured Parties of the security afforded thereby; (c) any other assets that require perfection exclusively through control agreements under the applicable UCC; or (d) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute any of the items described in clauses (a) through (c) above.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (whether now existing or hereafter acquired): (aa)(i) all shares of capital stock and other Equity Interests of each Subsidiary directly now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor held by it and listed on Schedule 4 of the Perfection Certificate II, and (ii) all certificates and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); , provided that the Pledged Equity Interests shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any CFC; (B) Equity Interests in any Person that is not a Subsidiary, to the extent such assignment, pledge and grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person or on any Loan Party, the consent of any governing body, shareholder, partner or member of such Person, or the consent of any other Person (in each case other than of Holdings or any of its Affiliates) and such consent shall not have been obtained; (C) the Equity Interests in any CFC to the extent the grant of any security interest therein would require the approval of any Governmental Authority; provided that each Grantor hereby agrees to use its commercially reasonable efforts to obtain any such requisite approval; or (D) the shares of capital stock and limited liability company interests and other Equity Interests identified in Schedule IIA (the Equity Interests so excluded under clauses (A) through (D) above being collectively referred to herein as the “Excluded Assets; Equity Interests”); provided further that, in any event, the term Excluded Equity Interests shall not include the shares of capital stock and limited liability company interests and other Equity Interests identified on Schedule II; (bb)(i) all the debt obligations from securities now owned or at any time to time owed to hereafter acquired by such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and Grantor, including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII, and any (ii) the promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in the future by all such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations of such Grantor, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (and whether now or hereafter existing or hereafter acquired): arising (ai) all Equity Interests of each Subsidiary directly owned by such Grantor held by it on the Closing Date in the Borrower and any Restricted Subsidiary, including, without limitation, the Equity Interests listed on Schedule 4 of the Perfection Certificate 1 and any other Equity Interests of Subsidiaries directly owned in the Borrower and any Restricted Subsidiary obtained in the future by such Grantor and the certificates, certificates (if any, ) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; Equity; (bii) all (A) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money securities owned by a Grantor and it on the Closing Date including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate1, and (B) any promissory notes and instruments evidencing Indebtedness for borrowed money debt securities obtained in the future by such Grantor and (collectivelyC) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”) ); provided that the Pledged Debt shall not include Excluded Assets; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (div) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and and (ev) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include Excluded Assets; (bi) all debt obligations from time more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, which pledge shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) to time owed the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied by reason of Section 5.11(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Grantor and Equity Interest permitted to exist under the promissory notes and instruments evidencing Indebtedness for borrowed money owned by Credit Agreement or (v) any Equity Interests of a Grantor and person that is not directly or indirectly a Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule 5 of II, (ii) any debt securities in the Perfection Certificate, future issued to such Pledgor and any (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.05, all payments of principal or interest, dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, all subscription warrants, rights or options issued thereon or with respect thereto and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (aa)(i) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificatesGrantor, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged DebtEquity Interests”) ); provided that the Pledged Debt Equity Interests shall not include any Excluded Assets; Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that foregoing, Pledged Collateral and Pledged Debt Securities shall not include Excluded Assets of any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthkind.

Pledge. 3.1 As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or performanceotherwise) of all the Guarantor Obligations, as the case may beGuarantor hereby pledges to Lender, and grants to Lender, a first priority security interest in full all of the Secured Obligationsfollowing (collectively, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired“Pledged Collateral”): (a) all Equity Interests the shares of each Subsidiary directly owned by such Grantor held by it and capital stock or other equity securities of the entities listed on Schedule 4 Exhibit A attached hereto, now owned or hereafter acquired (whether in connection with any recapitalization, reclassification or reorganization of the Perfection Certificate and capital of such entities or any other Equity Interests of Subsidiaries directly owned successors in the future interest thereto) by such Grantor and the certificates, if any, representing all such Equity Interests Guarantor (the “Pledged EquityShares”); provided that , together with all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. On the date hereof, any certificate or certificates representing the Pledged Equity Shares (to the extent such Pledged Shares are certificated) will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by Guarantor. To the extent required by the terms and conditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, Lender may effect the transfer of any securities included in the Pledged Collateral (including but not include Excluded Assetslimited to the Pledged Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee; (b) all debt obligations voting trust certificates held by Guarantor evidencing the right to vote any Pledged Shares subject to any voting trust and (c) all additional shares and voting trust certificates of the entities listed on Exhibit A from time to time owed acquired by Guarantor in any manner (which additional shares shall be deemed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 be part of the Perfection CertificatePledged Shares), and any promissory notes certificates representing such additional shares (to the extent such additional shares are certificated), and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of such Pledged Shares. Notwithstanding the conversion of, and all other Proceeds received in respect offoregoing, the securities referred to in clauses Pledged Collateral does not include more than sixty-five percent (a65%) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (presently existing and hereafter arising issued and outstanding shares of capital stock owned by Guarantor of any foreign subsidiary which shares entitle the items referred holder thereof to vote for directors or any other matter. 3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include each case imposed by any Excluded Assets); TO HAVE AND TO HOLD Governmental Authority, against the Pledged Collateral, together except those with all rightrespect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP have been provided on the books of Guarantor, titleand upon the failure of Guarantor to do so, interestcontemporaneous with written notice thereof from Lender to Guarantor, powersLender at its option may pay any of them. 3.3 In the event that during the term of this Agreement, privileges and preferences pertaining any reclassification, readjustment or incidental thereto, unto other change is declared or made in the Collateral Agent, for the benefit capital structure of the Secured Partiesissuer of the Pledged Shares, forever; subjectall new, howeversubstituted and additional shares, options or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Lender under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 3.4 So long as no Event of Default is continuing, Guarantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 3.01(a), as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby (except in the case of ULC Interests) assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock on the Issue Date shall be listed on Schedule 4 of the Perfection Certificate III) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) if any Designated Credit Agreement is outstanding, any Equity Interests not pledged as security for the Obligations under such Designated Credit Agreement, (iv) any Equity Interests in a person owned on or acquired after the Issue Date in accordance with the Indenture if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, such obligation existed at the time of the acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded AssetsProperty; (b) all (i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities on the Issue Date shall be listed on Schedule III), (ii) any debt obligations from time to time owed in the future issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyii) above, the “Pledged Debt”) ); provided that the Pledged Debt shall exclude (1) the Japanese Intercompany Notes, (2) if any Designated Credit Agreement is outstanding, any debt obligations or instruments not include pledged as security for the Obligations under such Designated Credit Agreement, (3) any Designated Securities and (4) any debt obligations or securities that constitute Excluded AssetsProperty; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ac) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Foreign Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and II, any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates, if any, certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include Excluded Assets; to the extent applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such shares or nominee or other similar shares, (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and above, (b) above; (dc) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above and (c) above; and (ed) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “"Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets"); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, for the benefit of the Secured Partiesits successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests shares of each Subsidiary directly Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock owned by such Grantor held by it and as of the date hereof, all of which are listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII hereto, and any promissory notes shares of Capital Stock of Acquisition Sub and instruments evidencing Indebtedness JRMSA and all securities convertible into or exchangeable for borrowed money shares of such Capital Stock obtained in the future by such Grantor Pledgor and the certificates representing all such shares of Capital Stock or securities (collectively, the “"Pledged Debt”) Securities"); provided that the Pledged Debt shall not include Excluded Assets; (cb) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and above; (b) above; (dc) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above; and (c) above; and (ed) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged "Collateral”; provided that Pledged "). Upon delivery to the Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral shall not include be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any Excluded Assets); prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Guarantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorGuarantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and on the Effective Date (which shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Guarantor and the certificates, if any, any certificates representing all such Equity Interests (all such Equity Interests and certificates referred to collectively as the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets; (bi) all more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Effective Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Effective Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary), provided that such each Guarantor shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (v) or (vi) any Equity Interests of a Person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and securities listed opposite the name of such Grantor Guarantor on Schedule 5 of II, (ii) to the Perfection Certificateextent required by Section 3.02(b), any debt securities in the future issued to, or acquired by, such Guarantor and any (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt owed to any Guarantor (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.06, all rights and privileges of such Grantor Guarantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it on the date hereof and listed on Schedule 4 of the Perfection Certificate II and any other Equity Interests of Subsidiaries directly owned in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively referred to herein as the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Assets;Equity Interests; (b) (bi) all the debt obligations from time to time owed to securities held by such Grantor and on the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule 5 of II), (ii) any debt securities in the Perfection Certificate, future issued to such Grantor and any (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in such debt securities (all the future by such Grantor (collectively, foregoing collectively referred to herein as the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 2.063.06, all payments of principal or dividends, interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; ; (de) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (ef) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and Pledgor hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, a security interest in, in and pledge of all of such Grantor’s the Pledgors’ right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) 2.1 all Equity Interests shares of each Subsidiary directly owned by such Grantor held by it capital stock, limited liability company membership interests and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests owned by each Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto (each an “Issuer”), and any shares of Subsidiaries directly owned capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Grantor each Pledgor, and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (the “Pledged EquitySecurities”); provided however, that the Pledged Equity Securities shall not include Excluded Assetsinclude, and the security interest shall not attach to: (i) equity interests in joint ventures or any non-wholly-owned Subsidiaries, but only to the extent that the organizational documents or other agreements with other equity holders do not permit or restrict the pledge of such equity interests, (ii) more than 65% of the outstanding Voting Equity Interests of any (x) CFC or (y) U.S. Subsidiary that is a disregarded entity for U.S. federal income tax purposes if substantially all of its assets consist of the capital stock of one or more Foreign Subsidiaries and (iii) equity interests in any Unrestricted Subsidiary; (b) 2.2 all debt obligations from time to time owed to such Grantor other Investment Property that may be delivered to, and held by, the Term Loan Collateral Agent, as agent for the Collateral Agent and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite other Credit Parties, among others, pursuant to the name of such Grantor on Schedule 5 terms of the Perfection CertificateIntercreditor Agreement, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in or the future by such Grantor (collectively, Collateral Agent pursuant to the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assetsterms hereof; (c) 2.3 subject to Section 2.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clauses (a) 2.1 and (b) 2.2 above; (d) 2.4 subject to Section 2.066, all rights and privileges of such Grantor each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b) 2.2, and (c) 2.3 above; and (e) 2.5 all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (d) above 2.4 being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, foreveruntil (i) the Commitments have expired or been terminated (ii) all of the Secured Obligations have been paid in full in cash or otherwise satisfied (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement or the Credit Agreement) (iii) all L/C Obligations have been reduced to zero (or fully cash collateralized in a manner reasonably satisfactory to the applicable L/C Issuer and the Administrative Agent), and (iv) the L/C Issuers have no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Term Loan Collateral Agent or the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Term Loan Collateral Agent and the Collateral Agent and by such other instruments and documents as the Term Loan Collateral Agent and the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Term Loan Collateral Agent and the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for To secure the payment Obligations now or performance, as the case may be, in full of the Secured Obligationshereafter owed or to be performed by such Pledgor, each Grantor Pledgor does hereby assigns grant and pledges pledge to the Collateral Agent, Pledgee for the benefit of the Secured PartiesCreditors, and does hereby grants to create a continuing second priority security interest in favor of the Collateral Agent, Pledgee for the benefit of the Secured Parties, a security interest Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such GrantorPledgor’s right, title and interest inin and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, to credited thereto or payable thereon, and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it instruments, documents and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations writings from time to time owed to such Grantor and evidencing the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateConcentration Accounts, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyall dividends, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion offoregoing; (b) all Stock of GMSC, Arlington or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of GMSC, Arlington or any such Vessel Subsidiary Guarantor; (c) all Limited Liability Company Interests in GMSC, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other Proceeds received action on behalf of and in the name of such Pledgor in respect ofof such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the securities referred foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in clauses connection with any of the foregoing; and (aF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and (b) aboveinstruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) subject all Partnership Interests in GMSC, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to Section 2.06time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and privileges of such Grantor with respect to the securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) aboverespect of or in exchange for any or all thereof; and (e) all Proceeds of, of any and Security Entitlements in, any all of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, Notwithstanding any other provision in full of the Secured Obligationsthis Agreement, each Grantor hereby assigns and pledges Member shall be entitled to the Collateral Agent, for the benefit of the Secured Partiespledge its Interests to, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a otherwise ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in, in its Interests and all of such Grantor’s its right, title and interest inunder this Agreement in favor of, to and under the Company’s lenders (whether now existing or hereafter acquired): (aan agent on behalf of such lenders) all Equity Interests of each Subsidiary directly owned without any further consents, approvals or actions required by such Grantor held by it and listed on Schedule 4 lenders (or agent), any Member, the Company or any other person under this Agreement or otherwise. So long as any such pledge of or security interest in any Member’s Interests is in effect, no consent of the Perfection Certificate Company or any Member shall be required to permit a pledgee thereof to be substituted for such Member under this Agreement upon the exercise of such pledgee’s rights with respect to such Interests. Upon closing of the transactions contemplated by that certain Purchase Agreement, dated as of August 6, 2008, by and any other Equity among SRAM-SP2, Inc., SRAM Corporation and LB SRAM Holdings, LLC, each Member will pledge its Interests to, and grant a security interest in all of Subsidiaries directly owned its right, title and interest under this Agreement in favor of, the future by agent of the Company’s lenders (in such Grantor capacity, together with its successors, assigns and the certificatesdesignated agents, if anyas well as each and every subsequent replacement thereof, representing all including under or with respect to each successor and each new credit agreement, including each such Equity Interests (replacement’s successors, assigns and designated agents, the “Pledged EquityAgent”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations on behalf of itself and various lenders from time to time owed party to such Grantor and certain financing documents with the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite Company. Upon the name exercise of the Agent’s rights in respect of such Grantor on Schedule 5 pledge and security interest, the Agent, or any purchaser of a Member’s Interests from the Perfection CertificateAgent, shall be substituted for such Member as a Member under this Agreement, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt substituted Member shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, have all rights and privileges powers as a Member under this Agreement. So long as any pledge of any Interests is in effect, this provision shall inure to the benefit of such Grantor pledgee and its successors, assigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any prior written consent of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthsuch pledgee.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded AssetsSecurities or Excluded Property; (b) all (i) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor Pledgor on Schedule 5 II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of the Perfection Certificateeach instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and any (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained such debt obligations (the property described in the future by such Grantor clauses (collectivelyb)(i), (ii) and (iii) above, the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded AssetsSecurities or Excluded Property; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ac) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, with respect to the Notes Obligations and, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Other First Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such Person’s Equity Interests secure the Notes Obligations or the Other First Lien Obligations affected thereby, as applicable, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Notes Obligations or the relevant Other First Lien Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the Notes Obligations or the relevant Other First Lien Obligations, as applicable. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Notes Obligations or the Other First Lien Obligations, as applicable, in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the Notes Obligations or the relevant Other First Lien Obligations, as applicable. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the Notes Obligations and the Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the Notes Obligations or the relevant Other First Lien Obligations, as applicable, are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such proceeds shall, notwithstanding the terms of Section 4.02, not be applied to the payment of the Notes Obligations or such Other First Lien Obligations, as applicable.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the First Lien Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the First Lien Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all (i) the Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificatesdate hereof, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII hereto, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged DebtEquity Interests”) ); provided that the Pledged Debt Equity Interests shall not include any Excluded Equity Interests; (b) (i) the debt securities owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral ). Notwithstanding the foregoing, in no event shall not include the pledge under this Section 2.01 attach to any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security To secure the Obligations and for the payment or performancepurposes ------ set forth in Section 1, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and Pledgor (i) hereby grants to the Collateral Agent, Agent for the benefit of (a) the Secured PartiesBank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest in, (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Grantor’s Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest inin and to such Securities (and in and to the certificates or instruments evidencing such Securities), to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor be held by it the Collateral Agent as collateral security for the Obligations, upon the terms and listed conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on Schedule 4 behalf of the Perfection Certificate and Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other Equity Interests right or remedy in respect of Subsidiaries directly owned in the future by such Grantor Collateral without the consent of the Bank Creditors and the certificatesOther Creditors, if anyprovided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, representing all such Equity Interests (to the “Pledged Equity”)extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that the Pledged Equity such participation shall not include Excluded Assets; confer any rights (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and including any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect relating to the securities and direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other property referred to in clauses (a)than as set forth above. The Seller Creditors also agree that, (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, so long as any of the foregoing (Obligations owing to the items referred to in clauses (a) through (d) above being collectively referred to as Bank Creditors or the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged CollateralOther Creditors remain outstanding, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentAgent shall not, for the benefit by reason of such security interest of the Secured PartiesSeller Creditors, forever; subjecthave any duty, howeverexpress or implied, to provide any notices to the terms, covenants and conditions hereinafter Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forthforth herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (under, in each case whether now existing owned or hereafter acquired): acquired by such Grantor or in which such Grantor now has or in the future may acquire any right, title or interest: (aa)(i) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and Grantor, including, in any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificatesevent, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateI hereto, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests and the Pledged Collateral shall not include (A) Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary or any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to Holdings and its Subsidiaries, including the imposition of withholding or other material taxes, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law) or any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to Holdings and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all Indebtedness in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such Indebtedness (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; ; (de) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of, and Security Entitlements in, of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor The Pledgor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, Party and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Party a security interest in, in all of such Grantorthe Pledgor’s right, title and interest interest, whether now owned or held or hereafter acquired, in, to and under the following (whether now existing or hereafter acquiredcollectively, the “Pledged Collateral”): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 the Pledged Securities, which as of the Perfection Certificate and any other Equity Interests date here of Subsidiaries directly owned are listed in the future by such Grantor Part A of Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateSecurities, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectivelyall dividends, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments instruments, options, warrants and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of such Pledged Securities; (b) any additional Securities of the conversion ofBorrower from time to time acquired by the Pledgor in any manner (which securities shall be deemed to be part of the Pledged Securities), and the certificates representing such additional shares, if any, and all dividends, distributions, cash, instruments and other Proceeds received property or proceeds from time to time received, receivable or otherwise distributed in respect ofof or in exchange for any or all of such Securities; (c) the Pledged Debt, which as of the securities referred date hereof is in the amount listed on Part B of Schedule I, and any instruments and other writings representing such Pledged Debt, and all interest, principal and other amounts from time to time received, receivable or otherwise distributed in clauses (a) and (b) aboverespect of or in exchange for any or all of such Pledged Debt; (d) subject any additional indebtedness or other monetary obligations owed to Section 2.06the Pledgor by Borrower, 1309 or 5100 (which indebtedness shall be deemed to be part of the Pledged Debt), and any instruments representing such additional indebtedness, and all rights interest, principal and privileges other amounts from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) abovedebt; and (e) all Proceeds of, and Security Entitlements in, any proceeds (as such term is defined in Section 9-102(a)(64) of the foregoing (the items referred to in clauses (aUniform Commercial Code) through (d) above being collectively referred to as the “of such Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in a Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Assets; Asset; (bb)(i) all the debt obligations from time securities currently issued to time owed any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt Securities shall not include any Excluded Assets; Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (aSection 2.01(a) and (b) above; ); (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (aSection 2.01(a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment or performance, as the case may be, and performance in full of all the Secured Obligations, each Grantor hereby pledges and assigns and pledges to the Collateral Agent, for the benefit of the Secured PartiesLender, and hereby grants to the Collateral Agent, for the benefit of the Secured PartiesLender, a Lien on and security interest inin and to, all of such Grantor’s the right, title and interest of such Grantor in, to and under (the following property, wherever located, and whether now existing or hereafter acquiredarising or acquired from time to time (collectively, the "Pledged Collateral"): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded AssetsSecured Collateral; (b) to the extent not covered by clause (a) of this sentence, all debt proceeds and products of each of the foregoing, all books and records at any time evidencing or relating to any of the foregoing, all supporting obligations related thereto, and all accessions of and to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time owed with respect to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 any of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in foregoing. Notwithstanding anything to the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to contrary contained in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds ofsecurity interest created by this Agreement shall not extend to, and Security Entitlements inthe term "Pledged Collateral" shall not include, any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; Excluded Equity, provided that Pledged Collateral shall not include that, if any Excluded Assets); TO HAVE AND TO HOLD the Equity would have otherwise constituted Pledged Collateral, together with when such property shall cease to be Excluded Equity, such property shall be deemed at all right, title, interest, powers, privileges times from and preferences pertaining or incidental thereto, unto after the Collateral Agent, for date hereof to constitute Pledged Collateral. The Grantors shall from time to time at the benefit request of the Secured Parties, forever; subject, however, Lender give written notice to the terms, covenants Lender identifying in reasonable detail the Excluded Equity (and conditions hereinafter set forthstating in such notice that such Excluded Equity constitutes "Excluded Equity") and shall provide to the Lender such other information regarding the Excluded Equity as the Lender may reasonably request.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Administrative Agent, for the benefit of the Secured Partiesits successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (whether now existing or hereafter acquired): (aa)(i) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 II hereto and any shares of capital stock of the Perfection Certificate and Parent Borrower or any other Equity Interests of Subsidiaries directly owned Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, certificates representing all such Equity Interests shares and (ii) any shares of capital stock of Know▇▇▇ ▇▇▇ctronics Japan K.K. obtained in the “future by the Parent Borrower and the certificates representing all such shares (collectively, the "Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (bi) all the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and securities listed opposite the name of such Grantor Pledgor on Schedule 5 of II hereto, (ii) any debt securities in the Perfection Certificate, future issued to such Pledgor and any (iii) the promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in such debt securities (the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the "Pledged Debt shall not include Excluded Assets; Securities"); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; ; (de) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the Equity Interests, securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “"Collateral"). Upon delivery to the Administrative Agent, (a) any certificates with respect to Equity Interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”; provided that Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall not include be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any Excluded Assets); prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment payment, performance or performance, as other satisfaction of all the case may be, in full of the Secured Obligations, each Grantor Company hereby assigns and pledges to the Collateral Agent, Agent for the benefit of itself and the Secured Parties, Parties and hereby grants to the Collateral Agent, Agent for the benefit of itself and the Secured Parties, Parties a lien on and security interest in, in all of such Grantor’s right, title and interest in, interests of such Company in and to and under (whether now existing owned or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Company and the certificates, if any, any certificates representing all such Equity Interests (all such Equity Interests, the “Pledged EquityStock”); provided that the Pledged Equity shall not include Excluded Assets; (b) all any debt obligations from time to time owed issued to such Grantor Company and the certificate, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt obligations (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor Company with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through and (d) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary in this Security Agreement, each reference to Pledged Collateral or to any relevant type or item of property constituting Pledged Collateral shall be deemed to exclude any and all Excluded Assets; provided that if and when any such item, category or type of property shall case to be Excluded Assets, such property shall be deemed at all times from and after such date to constitute Pledged Collateral. Each Company agrees promptly to deliver or cause to be delivered to the Collateral Agent (for the benefit of itself and the Secured Parties) no later than the date that is forty-five (45) calendar days after the later of (i) the Issue Date and (ii) the date of the acquisition, creation or otherwise obtaining of such property, any and all certificates or other instruments (if any) representing such Pledged Collateral; provided that no Company shall be required to deliver any certificate, promissory note or other instrument if the value of the underlying debt obligation corresponding to such certificate, promissory note or other instrument is less than $50,000. To the extent any Pledged Debt is evidenced by a duly executed promissory note, such Company shall promptly cause such promissory note to be pledged and delivered to the Collateral Agent for the benefit of itself and the Secured Parties. Upon delivery to the Collateral Agent (i) any Pledged Collateral required to be delivered pursuant to the immediately preceding paragraph shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, be accompanied by stock powers or note powers, privileges and preferences pertaining as applicable, duly executed in blank or incidental thereto, unto other instruments of transfer reasonably satisfactory to the Collateral Agent, for and by such other instruments and documents as the benefit Collateral Agent may reasonably request and (ii) all other property comprising part of the Secured Parties, forever; subject, however, Pledged Collateral delivered pursuant to the termsterms of this Security Agreement shall be accompanies to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Company and such other instruments or documents as the Collateral Agent may reasonably request. As of the Issue Date, covenants the Equity Interests in limited liability companies that are pledged by the Companies hereunder which do not have a certificate do not constitute a security under Section 8-103 of the UCC. The Companies shall at no time elect to treat any interest in any limited liability company or limited partnership controlled by a Company and conditions hereinafter set forthpledged hereunder as a “security” within the meaning of Article 8 of the UCC or issue any certificate representing such interest, unless promptly thereafter (and in any event within fifteen (15) calendar days) the applicable Company provides notification to the Collateral Agent of such election and delivers, as applicable, any such certificate to the Collateral Agent pursuant to the terms hereof. In the event that a Company acquired Equity Interests after the Issue Date in any Person that is not controlled by a Company and such Equity Interests both constitute Pledged Collateral and are uncertificated securities under the meaning of Article 8 of the UCC, then such Pledgor shall promptly notify the Collateral Agent thereof (and in any event within five (5) Business Days) and, if requested by the Collateral Agent, such Company shall promptly (and in any event within fifteen (15) calendar days of such request) take or cause to be taken all actions requested by the Collateral Agent to have “control” within the meaning of Section 9-106 and 8-106 of the UCC, including without limitation, executing and delivering any agreements in form and substance reasonably satisfactory to the Collateral Agent, with securities intermediaries or other Persons in order to establish “control”.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under (ai) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and that are listed as required to be pledged to the Administrative Agent on Schedule 4 of 5(a) to the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor and the certificates, if any, certificates representing all such Equity Interests of a wholly owned Restricted Subsidiary (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (bii) all (A) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money securities owned by a Grantor it and listed opposite the name of such Grantor on Schedule 5 of 6 to the Perfection Certificate, and (B) any promissory notes and instruments evidencing Indebtedness for borrowed money debt securities obtained in the future by such Grantor and (collectivelyC) the promissory notes and any other instruments evidencing such debt securities, provided, that any intercompany debt shall be pledged by delivery of a global intercompany note identified in Schedule 6 to the Perfection Certificate notwithstanding the existence of a separate note evidencing such debt (the “Pledged Debt”) ); provided further that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured PartiesLender and Cabo▇-▇▇▇▇▇▇, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a ▇ security interest in, all of such Grantor’s rightthe following (collectively, title and interest in, to and under (whether now existing or hereafter acquiredthe "Pledged Collateral"): (a) Any and all Equity Interests shares of each Subsidiary directly Class A Common Stock, Class B Common Stock (other than the First Union Pledged Shares as defined in Section 6(b)) or any other capital stock of Lender, now or at any time or times hereafter, owned by Pledgor, the certificates representing the shares of such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor capital stock and the certificatestrust certificates issued by the Voting Trustees to Pledgor that represent any such shares of capital stock (such now-owned shares and trust certificates being identified on Exhibit A attached hereto and made a part hereof), if anyall options and warrants for the purchase of shares of Class A Common Stock and Class B Common Stock, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite now or hereafter held in the name of such Grantor on Schedule 5 Pledgor or the Voting Trustees (all of said capital stock, voting certificates, options and warrants and all capital stock held in the name of Pledgor or the Voting Trustees as a result of the Perfection Certificateexercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), stock powers with respect to the Pledged Stock in the form of Exhibit B attached hereto and made a part hereof (the "Powers") duly executed in blank, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock including any funds held by the Voting Trustees in the Trust Accounts (as defined in the Voting Trust Agreement); (b) All additional shares of Class A Common Stock or Class B Common Stock from time to time acquired by Pledgor in any manner, the certificates representing such additional shares and the trust certificates issued by the Voting Trustees to Pledgor that represent any such additional shares of capital stock (any such additional shares and voting certificates shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares and voting certificates), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) aboveof such shares; (dc) subject Any and all options to Section 2.06, purchase stock of Dart/SFW Corp. ("Dart/SFW") and any all rights and privileges shares of capital stock of Dart/SFW acquired upon the exercise of such Grantor with respect options, in each case from time to the securities and other property referred to time acquired by Pledgor in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.manner,

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each first-tier Foreign Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money first-tier Foreign Subsidiary obtained in the future by such Grantor (collectively, the “Pledged Debt”) Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Debt pledged Equity Interests shall not include any Excluded Assets; Securities; (cb) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and above; (b) above; (dc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above; and (c) above; and (ed) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged CollateralStock”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. As Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the shares of capital stock and other Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate II and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor and the certificates, if any, certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of S▇▇▇▇▇ Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among S▇▇▇▇▇ Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b) (bi) all the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and securities listed opposite the name of such Grantor on Schedule 5 of II, (ii) any debt securities in the Perfection Certificate, future issued to such Grantor and any (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; ; (de) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded AssetsProperty; (b) all (i) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor Pledgor on Schedule 5 II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of the Perfection Certificateeach instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and any (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained such debt obligations (the property described in the future by such Grantor clauses (collectivelyb)(i), (ii) and (iii) above, the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded AssetsProperty; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Secured Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Secured Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Secured Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the Second Lien Intercreditor Agreement, not be applied to the payment of such Secured Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Note Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (and whether now or hereafter existing or hereafter acquired): arising (ai) all Equity Interests of each Subsidiary directly owned by such Grantor Capital Stock held by it in the Issuer and any Wholly Owned Restricted Subsidiary, including, without limitation, the Capital Stock listed on Schedule 4 of the Perfection Certificate I and any other Equity Interests of Subsidiaries directly owned Capital Stock in any Wholly Owned Restricted Subsidiary obtained in the future by such Grantor and the certificates, certificates (if any, ) representing all such Equity Interests Capital Stock (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (bA) all debt obligations Capital Stock of any Unrestricted Subsidiary or any Immaterial Subsidiary, (B) Capital Stock of any Subsidiary acquired pursuant to an acquisition permitted under the Covered Documents and financed with Indebtedness incurred in compliance with the terms of the Covered Documents if such Capital Stock are pledged and/or mortgaged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Capital Stock, (C) Capital Stock held by it in any Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company (not otherwise excluded from time the Pledged Equity), in excess of 65% of the issued and outstanding Capital Stock of each such Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company, (D) Capital Stock of any Subsidiary with respect to time owed to such Grantor which the Credit Facility Agent and the promissory notes Issuer have determined in their reasonable judgment and instruments evidencing Indebtedness for borrowed money agreed (as confirmed in writing by the Issuer to the Collateral Agent) that the costs of providing a pledge of such Capital Stock or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties therefrom and (E) any Capital Stock the pledge of which is prohibited by applicable Laws (the Capital Stock referred to in clauses (A) through (E) above being collectively referred to as “Excluded Equity”); (ii) (A) the debt securities owned by a Grantor and it including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateI, and (B) any promissory notes and instruments evidencing Indebtedness for borrowed money debt securities obtained in the future by such Grantor and (collectivelyC) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent in accordance with this Agreement or the other Covered Documents; provided that the Pledged Debt shall not include Excluded Assets; (civ) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and and (evi) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral shall not include any Excluded Assets); Existing Notes Restricted Property to the extent the grant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or the Guarantees would create an obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ therein to secure any Existing Notes. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. 3.1 As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or performanceotherwise) of all the Guarantor Obligations, as the case may beGuarantor hereby pledges to Bank, and grants to Bank, a first priority security interest in full all of the Secured Obligationsfollowing (collectively, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired“Pledged Collateral”): (a) all Equity Interests the shares of each Subsidiary directly owned by such Grantor held by it and capital stock or other equity securities of the entities listed on Schedule 4 Exhibit A attached hereto, now owned or hereafter acquired (whether in connection with any recapitalization, reclassification, or reorganization of the Perfection Certificate and capital of such entities or any other Equity Interests of Subsidiaries directly owned successors in interest thereto) by Guarantor, subject to the future by such Grantor and the certificates, if any, representing all such Equity Interests limitation set forth in Section 2.1(c)(i) (the “Pledged EquityShares”); provided that , together with all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. On the date hereof, the certificate or certificates representing the Pledged Equity Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by Guarantor. To the extent required by the terms and conditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuation of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (including but not include Excluded Assetslimited to the Pledged Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee; (b) all debt obligations voting trust certificates held by Guarantor evidencing the right to vote any Pledged Shares subject to any voting trust; and (c) all additional shares and voting trust certificates of the entities listed on Exhibit A from time to time owed acquired by Guarantor in any manner, subject to such Grantor the limitation set forth in Section 2.1(c)(i) (which additional shares shall be deemed to be part of the Pledged Shares), and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of certificates representing such Grantor on Schedule 5 of the Perfection Certificateadditional shares, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect Pledged Shares. 3.2 Guarantor agrees to the securities pay prior to delinquency all taxes, charges, Liens and other property referred to assessments, in clauses (a)each case imposed by any Governmental Authority, (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD against the Pledged Collateral, together except those with all rightrespect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Guarantor, titleand upon the failure of Guarantor to do so, interestcontemporaneous with written notice thereof from Bank to Guarantor, powersBank at its option may pay any of them. 3.3 In the event that during the term of this Agreement, privileges and preferences pertaining any reclassification, readjustment, or incidental thereto, unto other change is declared or made in the Collateral Agent, for the benefit capital structure of the Secured Partiesissuer of the Pledged Shares, forever; subjectall new, howeversubstituted and additional shares, options, or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Bank under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 3.4 Notwithstanding anything herein to the termscontrary, covenants Guarantor may exercise any rights under the Pledged Shares to vote such Pledged Shares and conditions hereinafter set forthreceive dividends in respect of such Pledged Shares while no Event of Default has occurred and is continuing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded Assets; Securities; (bb)(i) all the debt obligations from time currently issued to time owed any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided provided, that the Pledged Debt Securities shall not include any Excluded Assets; Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided provided, for the avoidance of doubt, that none of the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral (but only to the extent that will not result in such Person being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to subject such portion of the Regulation S-X Excluded Collateral to a Lien in favor of the Collateral Agent.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of in each Material Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned in a Material Subsidiary obtained in the future by such Grantor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Assets;Equity Interests; (b) (bi) the debt securities currently issued to any Grantor and all other debt obligations from time owing to time owed any Grantor (which such debt constituting Pledged Debt as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor and any other debt which may in the future be owing to any Grantor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt (collectively, the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded Assets; Asset; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock shall be listed on Schedule 4 of the Perfection Certificate III) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets; (bi) all any Equity Interests owned on or acquired after the Closing Date (other than, in the case of shareholder agreements or other contractual obligations, (x) Equity Interests in the Borrower or (y) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code in effect in the State of New York and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles, (b)(i) the debt obligations from time securities currently issued to time owed any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and above and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided that with respect to ATH Costa Rica, S.A., the Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As 2.1. To secure the due and punctual payment and performance by the Pledgor of the Obligations, the Pledgor hereby: (a) pledges to the Pledgee as a first security interest for the payment benefit of the Thai Lenders and the holders of the Notes and a second security interest for the benefit of the holders of the Debentures (i) all Instruments, (ii) all rights, entitlements and benefits of the Pledgor in respect of such Instruments, (iii) all rights of the Pledgor to withdraw monies from the Permitted Investments and (iv) all proceeds of such Instruments and Permitted Investments; and (b) undertakes at each time when any Instruments and permitted Investments are issued to immediately: (i) deliver the Instrument to the Collateral Agent; (ii) endorse on such Instrument the following: "This Instrument is pledged pursuant to the Pledge of Thai Permitted Investments dated 12 March 1998 between the Pledgor, the Thai Facility Agent, the Trustee, the Debenture Trustee and the Pledgee named therein and the terms and conditions thereof shall apply to this Instrument", and execute such endorsement; (iii) give notice to the issuer of such Instrument in the form set out in Part A of Exhibit 2 hereto and use reasonable efforts to procure that as soon as practicable the issuer of such Instrument acknowledge such notice in the form set out in Part B of Exhibit 2, or performancein such other form as may be reasonably acceptable to the Pledgee; and (iv) complete all other actions and deliver any other document which the Pledgee may reasonably require to perfect the pledging by the Pledgor under this Agreement and each Pledge; and (c) in the event that the Pledgor invests in any instrument which does not qualify as a Permitted Investment (as defined in the Indentures and the Debenture Indenture), the Pledgor agrees, if requested by the Thai Lenders, the Trustees, the Debenture Trustees or the Pledgee, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns to promptly execute and pledges deliver to the Collateral Agent, for Pledgee an agreement substantially in the benefit form of the Secured Parties, and hereby grants this Agreement pledging such instrument to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthPledgee.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Noteholder Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral AgentPledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, and hereby grants to the Collateral AgentPledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing i) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or hereafter acquired): other equity ownership interests in a Person (acollectively, the “Equity Interests”) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and Pledgor which are initially listed on Schedule 4 of the Perfection Certificate II hereto and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, certificates representing all such Equity Interests (the “Pledged EquityEquity Interests”); provided provided, that the Pledged Equity Interests of each Foreign Subsidiary of a Pledgor shall not be limited, in the aggregate, to the pledge of 65% of the voting Equity Interests of such Foreign Subsidiary, notwithstanding the delivery by any Pledgor to Pledgee of a stock or other certificate representing in excess of such percentage ownership, and in no event shall Equity Interests include Excluded Assets; joint venture interests (bto the extent prohibited by the organization documents of the relevant joint venture) all or the stock of Unrestricted Subsidiaries; (ii) (A) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money securities owned by a Grantor and it which are listed opposite the name of such Grantor Pledgor on Schedule 5 of II hereto, (B) any other debt securities issued to such Pledgor; and (C) the Perfection Certificate, and any promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in such debt securities; (iii) all other property that may be delivered to and held by Pledgee pursuant to the future by such Grantor terms hereof; (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (civ) subject to Section 2.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of, and Security Entitlements in, proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD . Without limiting the Pledged Collateralforegoing, together with all rightPledgee is hereby authorized to file one or more financing statements, title, interest, powers, privileges and preferences pertaining continuation statements or incidental thereto, unto the Collateral Agent, other filings or documents for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Partiessecurity interest granted by each Pledgor hereunder, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forthPledgee as secured party.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each any Material Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 as of the Perfection Certificate Closing Date and any other Equity Interests of Subsidiaries any Material Subsidiary directly owned in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the Equity Interests in “controlled foreign companies” under Section 957 of the Code, (ii) any Equity Interests of any Subsidiary to the extent that, as of the Closing Date and for so long as, a pledge of such Equity Interests would violate a contractual obligation binding on the issuer or holder of such Equity Interests, (iii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Equity Interests would violate applicable law or a contractual obligation binding on the issuer or holder of such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b) (bi) all the debt obligations from time to time owed securities for borrowed money having an aggregate principal amount in excess of $10,000,000 (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and the Subsidiaries and (B) any debt securities held by such Pledgor as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any Material Pledged Debt Securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor Material Pledged Debt Securities (collectively, the “Pledged DebtDebt Securities”) ); provided provided, that the Pledged Debt Securities shall not include Excluded Assets; the debt securities listed on Schedule II; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded AssetsProperty; (b) all (i) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor Pledgor on Schedule 5 II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of the Perfection Certificateeach instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and any (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained such debt obligations (the property described in the future by such Grantor clauses (collectivelyb)(i), (ii) and (iii) above, the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded AssetsProperty; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets); Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Series of Other Second Lien Obligations pursuant to the terms of any Other Second Lien Agreement, with respect to such Series of Other Second Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would then require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would then require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Other Second Lien Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Series of Other Second Lien Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Series of Other Second Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Series of Other Second Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Series of Other Second Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other Second Lien Obligations) at all relevant times or from securing any Series of Other Second Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other Second Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the First Lien/Second Lien Intercreditor Agreement and any other applicable Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Series of Other Second Lien Obligations.

Pledge. As security (a) To secure the Obligations of such Pledgor and for the payment or performance, as the case may be, purposes set forth in full of the Secured ObligationsSection 1 hereof, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby (i) grants to the Collateral Agent, for the benefit of the Secured Parties, Pledgee a security interest inin all of the Collateral owned by such Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee, and without limitation of clause (i), grants to Pledgee a security interest in such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Grantor’s Pledgor's right, title and interest inin each Pledged Partnership including, to and under (whether now existing or hereafter acquired):without limitation: (ai) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral; (ii) all other Equity Interests payments due or to become due to such Pledgor in respect of Subsidiaries directly owned in the future by any such Grantor Collateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing all under any partnership or other agreement or at law or otherwise in respect of any such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded AssetsCollateral; (biv) all debt obligations from time present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (v) all of such Pledgor's rights under any partnership agreement or at law to time owed exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Grantor any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and the promissory notes to take any and instruments evidencing Indebtedness for borrowed money owned by a Grantor all other action on behalf of and listed opposite in the name of such Grantor on Schedule 5 Pledgor in respect of such Partnership Interest and any Pledged Partnership Interest, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the Perfection Certificateforegoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any promissory notes and instruments evidencing Indebtedness for borrowed money obtained action in connection with any of the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assetsforegoing; (cvi) subject all other property hereafter delivered in substitution for or in addition to Section 2.06any of the foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cashdistributions, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) abovethereof; and (evii) to the extent not otherwise included, all Proceeds of, and Security Entitlements in, proceeds of any or all of the foregoing foregoing. (b) As used herein, the items referred to term "Partnership Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interests in clauses (a) through (d) above being collectively referred to as the “other partnerships), at any time owned by any Pledged Collateral”; provided that Pledged Collateral shall not include Partnership or represented by any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthPartnership Interest.

Pledge. As security for the payment or performance, as the case may be, in full of its Secured Obligations on and after the Secured ObligationsRestructuring Date, each Grantor Guarantor (to the extent owning Pledged Stock) hereby assigns and pledges to the Collateral AgentAgent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "Bailee")), its successors and assigns, for the benefit ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and assigns, for the benefit ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, a security interest in, in all of such Grantor’s Guarantor's right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and on the Restructuring Date (which shall be listed on Schedule 4 of the Perfection Certificate I) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor the Guarantor and the certificates, if any, any certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include Excluded Assets; (x) to the extent applicable law requires that a Subsidiary of the Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and (y) any Equity Interest that constitutes an unlimited liability interest; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses Pledged Stock; (a) and (b) above; (dc) subject to Section 2.063.05, all rights and privileges of such Grantor the Guarantor with respect to the securities Pledged Stock and other property referred to in clauses (a), clause (b) above; and (c) above; and (ed) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged "Collateral”; provided that Pledged Collateral shall not include any Excluded Assets"); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured ObligationsObligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor), each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, for the benefit of the Secured Partiesits successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests the shares of each Subsidiary directly capital stock or equity interest owned by such Grantor held by it and listed on Schedule 4 II hereto and any shares of capital stock of the Perfection Certificate and Parent Borrower or any other Equity Interests of Subsidiaries directly owned Subsidiary obtained in the future by such Grantor Pledgor and the certificates, if any, certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that the Pledged Equity Stock under this Agreement shall not include Excluded Assets; (bi) all debt obligations from time more than 65% of the issued and outstanding shares of voting stock or equity interest of any Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than equity interests of one or more Foreign Subsidiaries, (ii) Equity Interests in any non-wholly owned Subsidiaries, but only to time owed the extent that (x) the organizational documents or other agreements with equity holders of such non-wholly owned Subsidiaries do not permit or restrict the pledge of such Equity Interests, or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such Grantor Subsidiary (iii) equity interests for which the cost of obtaining a security interest would be excessive in light of the benefit afforded thereby to the Secured Parties, as reasonably determined by the Parent Borrower and the promissory notes Administrative Agent, and instruments evidencing Indebtedness for borrowed money owned by (iv) to the extent that applicable law requires that a Grantor and Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares, (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule 5 of II hereto, (ii) any debt securities in the Perfection Certificate, future issued to such Pledgor and any (iii) the promissory notes and any other instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ; provided that the Pledged Debt shall not include Excluded Assets; ), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof, (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and above and (ef) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral ). Notwithstanding anything to the contrary contained herein, the security interest created by this Agreement shall not include extend to, and the term “Collateral” shall not include, any Excluded AssetsAssets (as defined in the Security Agreement); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto . Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, any of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthBorrowers or any Pledgor.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by it (which such Grantor held by it and Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule 4 of the Perfection Certificate III) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Equity Debt Securities shall not include Excluded Assets; be listed on Schedule III), (bii) all any debt obligations from time to time owed securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject Subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything to the contrary in this Section 3.01, the Pledged Collateral shall not include any Excluded AssetsSecurities or Excluded Property. In addition, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”); , would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Issuer or any Subsidiary of an Issuer due to the fact that such Person’s Equity Interests secure any series of Secured Obligations affected thereby then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such series of Secured Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant series of Secured Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant series of Secured Obligations. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant series of Secured Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the Second Lien Intercreditor Agreement, not be applied to the payment of such series of Secured Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment in full in cash or performance, as the case may be, in full of the its Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include Excluded Assets;(i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01B to the Credit Agreement) to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b) (bi) all the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor Pledgor on Schedule 5 of II, (ii) any debt securities in the Perfection Certificatefuture issued to such Pledgor, and any (iii) the certificates, promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt obligations and debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all the Equity Interests of each Subsidiary directly owned by such Grantor held by it and (including those listed on Schedule 4 of the Perfection Certificate II) and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor Pledgor and the certificates, if any, any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include Excluded Assets;(i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, which pledge shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied by reason of Section 5.11(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interest permitted to exist under the (bi) all the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and securities listed opposite the name of such Grantor Pledgor on Schedule 5 of II, (ii) any debt securities in the Perfection Certificate, future issued to such Pledgor and any (iii) the promissory notes and instruments any other instruments, if any, evidencing Indebtedness for borrowed money obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”) ); provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, for its (i) the benefit of the Secured Partiesdebt obligations that are evidenced by promissory notes or certificated securities, including any intercompany advances and hereby grants to the Collateral Agentindebtedness, for the benefit of the Secured Parties, a security interest in, all listed opposite such name of such Grantor’s rightPledgor on Schedule II hereto, title (ii) any debt obligations that are evidenced by promissory notes or certificated securities, including any intercompany advances and interest inindebtedness, to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned or in the future issued to or held by such Grantor Pledgor and required by the certificates, if any, representing all such Equity Interests Credit Agreement to be pledged hereunder and (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (biii) all debt obligations from time to time owed to such Grantor and the promissory notes and any other instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite such debt obligations (the name items referred to in subclauses (i) through (iii) of such Grantor on Schedule 5 of this clause (b) being referred to collectively herein as the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the "Pledged Debt shall not include Excluded Assets; Obligations"); (c) all other property that is delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; ; (de) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of, and Security Entitlements in, proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to herein as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any debt, equity, stock or membership certificates, promissory notes or other instruments or certificated securities now or hereafter included in the Collateral (the "Pledged Collateral”Securities") shall be accompanied by stock powers duly executed in blank or other customary instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that Pledged that, as between the Pledgors and the Collateral Agent, the failure to attached any such schedule hereto shall not include affect the validity of such pledge of such Pledged Securities or other Collateral. Each schedule so delivered shall supersede any Excluded Assets); prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby collaterally assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Noteholder Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Noteholder Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):under: (a) all (i) the Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by date such Grantor and the certificatesbecomes party to this Agreement, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII hereto, and (ii) any promissory notes and instruments evidencing Indebtedness for borrowed money other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged DebtEquity Interests”) ); provided that the Pledged Debt Equity Interests shall not include any Excluded Equity Interests; (b) (i) the debt securities owned by such Grantor on the date such Grantor becomes party to this Agreement, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of, and Security Entitlements in, of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (de) above of this Section 2.01 being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral ). Notwithstanding the foregoing, in no event shall not include the pledge under this Section 2.01 attach to any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Grantor Guaranty and the Guaranteed Obligations, each of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under (under, whether now existing owned or hereafter acquired):: (ai) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and it, including those that are listed on Schedule 4 of the Perfection Certificate II, and any other Equity Interests of Subsidiaries directly owned obtained in the future by such Grantor and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (bii) all (A) the debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money securities owned by a Grantor and it, including those listed opposite the name of such Grantor on Schedule 5 of the Perfection CertificateII, and (B) any promissory notes and instruments evidencing Indebtedness for borrowed money debt securities obtained in the future by such Grantor and (collectively, C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”) ); provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent (or with respect to any Term Loan/Notes Priority Collateral prior to the Discharge of Term Loan/Notes Obligations, any Term Loan/Notes Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of, and Security Entitlements in, of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. 2.1 The Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee the rights of pledge purported to be granted under and pursuant to this Agreement. 2.2 As security for the payment and discharge in full, when due (whether at stated maturity, by acceleration or performanceotherwise), of the Secured Obligations, the Pledgor hereby grants, for the duration of the Security Period, to the Pledgee a first ranking right of pledge (pandrecht eerste in rang) over all IP Rights and to the extent it concerns Future IP Rights hereby grants in advance (verpanden bij voorbaat) to the Pledgee a first ranking right of pledge over such Future IP Rights and the Pledgee hereby accepts such right of pledge. 2.3 Without prejudice to Clause 2.4 below, in order to perfect the Right of Pledge (i) over the Trade Marks listed in Annex 2 hereto which are registered with the Benelux Trade Marks Office, the Pledgor shall (also on behalf of the Pledgee) register at its own expense such Right of Pledge with the Benelux Trade Marks Office, (ii) over any IP Rights or Future IP Rights applied for, granted to, acquired or owned by the Pledgor subsequent to the execution of this Agreement, the Pledgor shall (also on behalf of the Pledgee) register at its own expense such Right of Pledge with the relevant Registers, and (iii) over any IP Rights or Future IP Rights, as the case may be, in full the Pledgor shall (also on behalf of the Secured ObligationsPledgee) register at its own expense a copy of this Agreement or any Supplemental Agreement, each Grantor as the case may be, with the register of the “Inspectie der Registratie en Successie”. 2.4 Notwithstanding Clause 2.3 above, the Pledgee may at its sole discretion, in so far as it deems this to be necessary to perfect or safeguard its interests under the Right of Pledge, register at the expense of the Pledgor a copy of this Agreement or any Supplemental Agreement, as the case may be, with the relevant Registers and make all such further registrations which it may at its sole discretion require or deem desirable to create the security intended to be created pursuant to this Agreement (or any Supplemental Agreement). The Pledgor hereby assigns and pledges grants an irrevocable power of attorney to the Collateral Agent, Pledgee to deal with any registration requirements in respect of the Right of Pledge and to sign and execute any and all documents and deeds and perform any and all acts required for the benefit vesting and registration of the Secured Partiessecurity purported to be created hereby, which power of attorney permits the Pledgee to (also) act as the Pledgor’s counterparty within the meaning of section 3:68 (Selbsteintritt) of the Dutch Civil Code. 2.5 If and to the extent that at any time, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and time, in the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 opinion of the Perfection Certificate, and any promissory notes and Pledgee it shall be necessary or appropriate that further instruments evidencing Indebtedness for borrowed money obtained be executed in order to create or perfect a valid first priority right of pledge in favour of the future by such Grantor (collectively, the “Pledged Debt”) ; provided that the Pledged Debt shall not include Excluded Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Grantor Pledgee with respect to the securities Security Assets, the Pledgor shall as soon as possible execute such further instruments, to be made up in form and other property referred substance satisfactory to the Pledgee. 2.6 In addition to the undertakings contained in clauses (a)Clause 2.5 above, (b) the Pledgor irrevocably and (c) above; and (e) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred unconditionally undertakes to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, pledge to the terms, covenants Pledgee on a quarterly basis any and conditions hereinafter set forth.all Future IP