Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged 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 Notes 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 its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iia)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by 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 any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) 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 (i), (ii), a) and (iiib) above; and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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 Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of the its Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted 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 (i) all the Equity Interests held directly owned by it and (including those listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityProperty; (ii) (A) the debt securities owned by it and obligations listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained obligations in the future by issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (C) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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, of the Pledged Equity Stock and the Pledged Debt; (iv) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), and clause (iii) above; and (v) all Proceeds proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (iiii) through (v) above being collectively referred to as the “Pledged Collateral”). The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which is Excluded 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 Notes 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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. 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 Pledgors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all Equity Interests held by it and that are listed on Schedule I 10(a) of the Perfection Certificate and any other Equity Interests obtained in any material Wholly Owned Subsidiaries directly held in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (if any) (the “Pledged Equity”); provided provided, that the Pledged Equity shall not include any Excluded Security; Equity Interests; (iib) (A) the debt securities owned by it and listed opposite Schedule 11 to the name of such Grantor on Schedule IPerfection Certificate, (B) any debt securities obtained in the future by such Grantor Pledgor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided provided, that the Pledged Debt shall not include any Excluded Security; Property; (iiic) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.1; (d) subject to Section 2.063.6, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above; (e) subject to Section 2.063.6, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged 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 Notes 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, including the final paragraph of Section 2.1.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Pledgor and Guarantor hereby pledges and grants to the Notes Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor and Guarantor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it and which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and Guarantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary or (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor and Guarantor issue directors' qualifying shares, such qualifying shares; (iib) (i) the debt securities owned by it and which are listed opposite the name of such Grantor Pledgor and Guarantor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and Guarantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor and Guarantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”)Interests, any Pledged Debt Securities or 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 Guarantor 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 pledge of the Pledged Securities is subject to the terms and conditions of that certain Option Agreement dated September 21, 1998, as amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the Issuer and MEMC Pasadena. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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 Guaranteed Obligations, including the Guarantees, each Grantor Holdings hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Holdings’ right, title and interest in, to and under under: (ia) all the Equity Interests held of the Borrower directly owned by it and Holdings (which such Equity Interests as of the Closing Date shall be listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (collectively, the “Pledged EquityBorrower Stock”); provided that the Pledged Equity shall not include any Excluded Security; ; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debt; Borrower Stock; (ivc) 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 clause (i), (ii), and (iiib) above; and and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through this clause (vd) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded 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 Notes 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 for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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 its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) the issued and outstanding voting Equity Interests of any Excluded Security; 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, such shares or nominee or other similar shares, (iii) 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 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 4 shall apply; (b) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by 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 any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of the Note Obligations or any Additional Obligations, then, solely to the extent securing the Note Obligations or such Additional Obligations, as applicable, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to, the Note Obligations or such Additional Obligations, as applicable, in any event solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Administrative Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Administrative Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations or such Additional Obligations, as applicable; provided that the Administrative Agent shall not be required to take any such action unless the Company shall have delivered to the Administrative Agent, together with such written request, a certificate of a Responsible Officer of the Company certifying that such action is permitted by the applicable Secured Agreement, and any such action taken by the Administrative Agent shall be without recourse to or warranty by the Administrative Agent. 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 Rule 3-16 Excluded Collateral to secure the Note Obligations or such Additional 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 for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations or such Additional Obligations, as applicable, to the extent otherwise required by this Agreement. For avoidance of doubt, nothing in this paragraph shall prevent or limit any pledge of Equity Interests or any other securities hereunder from securing the Credit Agreement Obligations at all times.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Securities or Excluded Property; (iib) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained obligations in the future by issued to such Grantor Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Securities or Excluded Property; (iiic) 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 Pledged Equity Stock and the Pledged Debt; ; (ivd) 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 clause (i), (ii), and (iiic) above; and and (ve) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through (vd) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded 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 Notes 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, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes 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 (iwhether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by such Grantor held by it and listed on Schedule I 4 of the Perfection Certificate and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (iib) all debt obligations from time to time owed to such Grantor and the debt securities promissory notes and instruments evidencing Indebtedness for borrowed money owned by it a Grantor and listed opposite the name of such Grantor on Schedule I5 of the Perfection Certificate, and any debt securities promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (collectively, the “Pledged Debt”)) ; provided that the Pledged Debt shall not include any Excluded Security; Assets; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) 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 (ia), (ii), b) and (iiic) above; and and (ve) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ia) through (vd) 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 Notes 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 its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; include, (i) 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, and (ii) as of the Closing Date for so long as a pledge of Equity Interests would violate applicable law, such Equity Interests; (b)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule I, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity property referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary contained herein, the Equity Interests of the Borrower shall constitute Pledged Stock and Pledged 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 Notes 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 indefeasible payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteeseach Pledgor hereby pledges, each Grantor hereby pledges hypothecates, assigns, charges, mortgages, delivers, and transfers to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral 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 in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (ia)(i) all Equity Interests held owned by it and listed on Schedule I and issued by the Borrower, a Subsidiary Loan Party, an Included Entity or an Ohio Joint Venture as of the Closing Date; (ii) any other Equity Interests obtained owned in the future by such Grantor andPledgor and issued by the Borrower, to a Subsidiary Loan Party, an Included Entity, an Ohio Joint Venture or, from and after the extent certificatedOpt-In Time, the Double E Joint Venture; (iii) any certificates or other instruments representing all such Equity Interests, if any; (iv) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of each Pledged Interests Issuer; and (v) to the extent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged EquityStock”); provided that (a) Pledged Stock shall include the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and interests listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.063.07, all payments of principal or interest, dividendsDividends, Distributions, cash, instruments and other property 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 Pledged Equity and Pledged DebtStock; (ivc) subject to Section 2.06, all rights and privileges of any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement, bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Grantor Pledgor with respect to the securities and other property referred Pledged Stock; (d) all General Intangibles relating to in clauses (i), (ii), and (iii) aboveor arising out of any of the foregoing; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest in (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01), and “Pledged Collateral” shall not include, any Excluded Assets or any other asset or property to the extent such grant of a security interest in such asset or property shall contravene the definition of “Collateral and Guarantee Requirement” in the Credit Agreement or Section 5.10 of the Credit Agreement and (b) other than as required pursuant to Section 3.02(d) hereof, no Grantor shall be required to take any action with respect to the perfection of security interests in security accounts (including entering into control agreements). For the avoidance of doubt, at all times, (i) all Equity Interests issued by the Borrower and each Subsidiary Guarantor shall be subject to a pledge pursuant to this Agreement and (ii) all Equity Interests issued by an Included Entity and held by a Pledgor shall be subject to a pledge pursuant to this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Property; (iib) (i) the debt securities owned by it and currently issued to any Pledgor (which debt securities constituting Pledged Debt shall be listed opposite the name of such Grantor on Schedule IIII), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the items referred to in subclauses (i) through (iii), collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Property; (iiic) 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 Pledged Equity Stock and the Pledged Debt; ; (ivd) 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 clause (i), (ii), and (iiic) above; and and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through this clause (ve) above being collectively referred to as the “Pledged Collateral”); provided, that the Pledged Collateral shall not include any Excluded 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 Notes 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, including the Guarantees, each Grantor of the Pledgors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all Equity Interests held by it and that are listed on Schedule I 10(a) of the Perfection Certificate and any other Equity Interests obtained in any material Wholly Owned Subsidiaries directly held in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (if any) (the “Pledged Equity”); provided provided, that the Pledged Equity shall not include any Excluded Security; Equity Interests; (iib) (A) the debt securities owned by it and listed opposite Schedule 11 to the name of such Grantor on Schedule IPerfection Certificate, (B) any debt securities obtained in the future by such Grantor Pledgor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided provided, that the Pledged Debt shall not include any Excluded Security; Property; (iiic) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.1; (d) subject to Section 2.062.6, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above; (e) subject to Section 2.062.6, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged 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 Notes 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, including the final paragraph of Section 3.1.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including the GuaranteesGuarantees of the Obligations, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (ia) all Equity Interests directly held by it and it, including those listed on Schedule I and any other Equity Interests directly obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityAssets; (iib) (i) the debt securities owned by obligations owed to it and listed opposite the name of such Grantor on Schedule I, (ii) any debt securities 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 (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAssets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (iiic) 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 Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) 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 Notes 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 all Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities and Pledged Debtother property referred to in clauses (a) and (b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (i) through (v) above being collectively referred to as the “foregoing, Pledged Collateral”). TO HAVE AND TO HOLD the Collateral and Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit Debt Securities shall not include Excluded Assets of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Securities or Excluded Property; (iib) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained obligations in the future by issued to such Grantor Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Securities or Excluded Property; (iiic) 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 Pledged Equity Stock and the Pledged Debt; ; (ivd) 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 clause (c) above; and (e) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (ic) through (ve) above being collectively referred to as the “Pledged 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 Notes 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, including the GuaranteesGuaranty, each Grantor Springleaf hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in (i) all of such GrantorSpringleaf’s right, title and interest in, to and under (i) all Equity Interests held issued by it the Borrower and listed any successor entity, including in any event the Equity Interests identified on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests hereto (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged DebtEquity; (iviii) subject to Section 2.06, all rights and privileges of such Grantor Springleaf with respect to the securities and other property referred to in clauses (i), ) and (ii), and (iii) above; and (viv) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (viv) above being collectively referred to as the “Pledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (a) 10% of the Consolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that (i) the Pledged Equity Stock shall not include any Excluded SecuritySecurities 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; (iib) (i) the debt securities owned by it and currently issued to any Grantor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Subsidiary directly owned by it and listed on Schedule I and any other Equity Interests in a Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityAsset; (iib)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 Pledged Equity securities referred to in Section 2.01(a) and Pledged Debt(b); (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (iSection 2.01(a) through (ve) above being collectively referred to as the “Pledged 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 Notes 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 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 Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (ia) all the shares of capital stock and other Equity Interests held owned by it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded SecurityForeign 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; (iib) (i) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above and the property referred to in clause (c) above; (ive) 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 (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged 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 Notes 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, including the GuaranteesGuaranty, each Grantor of the Grantors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (i) all Equity Interests held by it and that are listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Assets; (iii) all other property that may be delivered to and held by the Collateral 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt; (ivii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged 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 Notes 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, including the Guarantees, each Grantor hereby grants, assigns and pledges to the Notes Collateral Agent, together with its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral 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 any and all of the following assets, now owned or at any time hereafter acquired by Grantor or in which Grantor now has or at any time in the future may acquire any right, title or interest, regardless of where located: (i) all Equity Interests held owned by it and Grantor, including those listed opposite the name of Grantor on Schedule I and II hereto, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Security; Assets; (iii) the debt securities owned by it and Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities referred to in subclauses (i) and (ii) of this paragraph (b) (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Security; Assets; (iiic) all other property that may be delivered to and held by the Collateral 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 any Pledged Equity and Interests or any Pledged Debt; Debt Securities; (ive) 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 paragraphs (i), a) through (ii), and (iiid) above; and and (vf) all Proceeds of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (ia) through (ve) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding the foregoing, in no event shall the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthinclude any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby grants, assigns and pledges to the Notes Collateral Agent, together with its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral 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 any and all of the following assets, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, regardless of where located: (a) (i) all Equity Interests held owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule I and II hereto, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Security; Assets; (iib) (i) the debt securities owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities referred to in subclauses (i) and (ii) of this paragraph (b) (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Security; Assets; (iiic) all other property that may be delivered to and held by the Collateral 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 any Pledged Equity and Interests or any Pledged Debt; Debt Securities; (ive) 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 paragraphs (i), a) through (ii), and (iiid) above; and and (vf) all Proceeds of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (ia) through (ve) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding the foregoing, in no event shall the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthinclude any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule I Schedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Equity Interests, (iib)(i) the debt securities owned by it currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) and listed opposite 7(b) to the name of such Grantor on Schedule IPerfection Certificate), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; above and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD ; provided that with respect to the Costa Rican Subsidiary, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Notes Collateral Agent, its successors and assigns, 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 Foreign Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it and listed on Schedule I and II, any other Equity Interests obtained in the future by such Grantor and, Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent certificated, that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include any Excluded Security; (ii) to the debt securities owned by it and listed opposite the name extent applicable law requires that a Subsidiary of such Grantor on Schedule IPledgor issue directors' qualifying shares, any debt securities obtained in the future by such Grantor and the promissory notes and any shares or nominee or other instruments evidencing any debt similar shares, (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debt; securities referred to in clause (iva) above, (c) 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 (i), (ii), a) and (iiib) above; above and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “"Pledged 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 Notes 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 Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes 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 (ia) all the shares of capital stock and other Equity Interests held owned by it such Grantor on the date hereof and listed on Schedule I II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and, to the extent certificated, and the 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 Excluded Security; 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 Equity Interests; (b) (i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) 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 (ia), (ii), b) and (iiic) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged 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 Notes 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, performance in full of the Note Obligations, including the Guaranteesobligations arising pursuant to the Guaranty Agreement, each Grantor of the Grantors hereby pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted 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 any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire right, title or interest: (i) all Equity Interests held by it and it, including without limitation, the Equity Interests which are listed on Schedule I II, and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding Equity Interests of (1) any Excluded Security; Restricted Subsidiary that is a CFC Holding Company and (2) any Restricted Subsidiary that is a wholly owned Foreign Subsidiary that is directly owned by the Issuer or by any Subsidiary Guarantor; (ii) the (A) all debt securities owned by it and it, including without limitation, the debt securities which are listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; ; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Agreement; (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 Pledged Equity securities referred to in clauses (i) and Pledged Debt; (ivii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”). For the avoidance of doubt, neither “Pledged Collateral” nor any defined term used therein shall 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 Notes 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 Notes Obligations, including the Guarantees, 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 in, all of such Grantor’s right, title and interest in, to and under under: (a) (i) all the Equity Interests held owned by it and such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule I and II hereto, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Security; Equity Interests; (iib) (i) the debt securities owned by it and such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Security; Assets; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) 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 (ia), (ii), b) and (iiic) above; and and (ve) all Proceeds 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 (ia) through (ve) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding the Pledged Collateralforegoing, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto in no event shall the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, pledge under this Section 2.01 attach to the terms, covenants and conditions hereinafter set forthany Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted 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 (ia) all the Equity Interests held in each Material Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities a Material Subsidiary obtained in the future by such Grantor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests; (b) (i) the debt securities currently issued to any Grantor and all other debt owing to 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 any other instruments instruments, if any, evidencing any such debt (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAsset; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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 In order to secure the payment or performance, as and performance when ------ due of all the case may be, in full of the Secured Obligations, including the GuaranteesPledgor hereby pledges, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, transfers and hereby grants to the Notes Collateral Agent, Secured Party for its successors benefit and assigns, for the benefit of the Secured Parties, a first priority lien on, continuing security interest in and pledge of all of such Grantor’s Pledgor's present and future right, title and interest in, to and under the following property (icollectively, the "Pledged Collateral"): (a) all Equity Interests held by it and listed the shares of common stock of Coaxial Communications of Central Ohio, Inc. ("Central") set forth on Schedule I hereto (the "Pledged Shares") ---------- (which are and any other Equity Interests obtained in the future by such Grantor andshall remain at all times until this Agreement terminates, to the extent certificatedcertificated shares), including the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Shares and any Excluded Security; (ii) the debt securities owned by it and listed opposite the name interest of such Grantor on Schedule I, any debt securities obtained Pledgor in the future entries on the books of any financial intermediary pertaining to the Pledged Shares; (b) all additional shares of common stock of Central from time to time acquired by Pledgor in any manner (which are and shall remain at all times until this Agreement terminates, certificated shares) which additional shares shall be deemed to be part of the Pledged Shares, including the certificates representing such Grantor and the promissory notes additional shares and any other instruments evidencing interest of Pledgor in the entries on the books of any debt financial intermediary pertaining to such additional shares; (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property property, interests 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 (collectively, "Distributions"); (d) all "proceeds" (as such term is defined in the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing, and in any event, including, without limitation, any and all other Proceeds received (i) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), indemnity, warranty or guarantee payable to the Secured Party or to Pledgor from time to time with respect to any of the Pledged Collateral, (ii) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledged Collateral by any governmental authority (or any person acting under color of a governmental authority), (iii) instruments representing obligations to pay amounts in respect of, of the Pledged Equity and Pledged Debt; Collateral, (iv) subject to Section 2.06products of the Pledged Collateral, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged 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 Notes 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) 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 (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (ia)(i) the shares of capital stock and other Equity Interests issued by any Grantor and any wholly-owned Restricted Subsidiary of the Issuer (other than any Equity Interests constituting Excluded Property as set forth in the Senior Credit Facilities or, if the Senior Credit Facilities are terminated and no longer outstanding, that would qualify as Excluded Property thereunder if the Senior Credit Facilities remained outstanding in the form most recently in effect prior to such termination) (the Equity Interests so excluded being collectively referred to herein as “Excluded Equity Interests”)) now directly owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor (as the owner of such Equity Interest) on Schedule II, and (ii) all Equity Interests held by it and listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity shall not include (b)(i) any Excluded Security; (ii) the debt securities now owned or at any time hereafter acquired by it and such Grantor, including those listed opposite the name of such Grantor on Schedule III, any debt securities obtained in the future by such Grantor and the (ii) all promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities and Pledged Debtinstruments referred to in clauses (a) and (b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any and all of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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. (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 Obligations, including the Guarantees, each Grantor Pledgor hereby pledges and grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien on and security interest in and to all of such Grantor’s the right, title and interest of such Pledgor in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it and it, including those listed on Schedule I II hereto and any shares of capital stock and other Equity Interests obtained in the future by such Grantor andPledgor and the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (iib) (i) the all debt securities owned by it and listed opposite the name of such Grantor the Pledgor on Schedule III hereto, any (ii) all debt securities obtained in the future by such Grantor issued to the Pledgor and the (iii) all promissory notes and any other instruments evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities” and together with the Pledged Stock, the “Pledged Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any and all of the foregoing (all the items referred to in clauses foregoing, collectively, the “Securities Collateral”); provided, however, that, the term “Securities Collateral” shall not include (i) through to the extent such pledge would, in 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; (vii) above 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) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall 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 collectively referred pledged hereunder, which schedule shall be attached hereto as a supplement to as the “Pledged Collateral”)Schedule II and made a part hereof. Each schedule so delivered shall supplement any 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 Notes Collateral Agent, its successors and assigns, 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, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (b)(i) the debt obligations currently issued to 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) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided provided, that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded 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 Notes 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 Obligations, including the Guarantees, each Grantor The Pledgor hereby pledges to the Notes Collateral Agent, for its successors benefit and assigns, for the ratable benefit of the Secured PartiesLenders, and hereby grants to the Notes Collateral Agent, for its successors benefit and assigns, for the ratable benefit of the Secured PartiesLenders, a continuing first priority perfected security interest in all of such Grantor’s right, title and interest in, to the following (the "Pledged Collateral"): (a) the Pledged Shares and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Shares, and all products and proceeds of any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06Shares including, without limitation, all payments of principal or interest, dividends, cash, instruments instruments, subscriptions, warrants and any other rights and options 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 Pledged Shares; and (b) all additional shares of stock of, or equity interests in, Holdings from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares under and as defined in this Agreement), and all other Proceeds received in respect ofproducts and proceeds of any of such additional Pledged Shares, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other rights and privileges of such Grantor with respect to the securities options and other property referred from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for any or all of such additional Pledged Shares; and (i), (ii)c) the Pledged Notes and the instruments representing the Pledged Notes, and all products and proceeds of the Pledged Notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Pledged Notes; and (iii) above; and (vd) all Proceeds additional promissory notes of Holdings from time to time held by the Pledgor in any manner, and the instruments representing such additional promissory notes (any such additional promissory notes shall constitute part of the Pledged Notes under and as defined in this Agreement) and all products and proceeds of any such additional promissory notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such additional promissory notes; and (e) all other claims of any kind or nature and any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by the Pledgor against any Subsidiary of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthPledgor.

Pledge. (a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or performanceotherwise) of the Second Priority Secured Obligations, as the case may be, in full of the ObligationsClosing Date each Pledgor hereby grants, including the Guaranteespledges, each Grantor hereby pledges assigns, hypothecates, transfers, delivers and grants to the Notes Second Priority Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a Lien on and security interest in all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificatedthe same do not constitute Excluded Shares, all of the certificates representing all Capital Stock of the Issuers now owned or hereafter acquired by such Equity Interests Pledgor (collectively, the “Pledged EquityShares”); provided that when used with respect to any one Pledgor, “Pledged Shares” means the Pledged Equity shall not include any Excluded Security; Shares in which such Pledgor has an interest), (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.065, any Stock Rights, (iii) the certificates, if any, representing all payments of principal or interest, dividends, cash, instruments such Pledged Shares and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, Stock Rights and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges Proceeds of such Grantor with respect to the securities and other property referred to collateral described in the preceding clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to collateral described in clauses (i) through (viv) above of this Section 2 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding the foregoing, the Pledged CollateralCollateral shall not be deemed to include (a) any General Intangibles or other rights arising under contracts, together with all rightInstruments, titlelicenses, interestlicense agreements or other documents, powersto the extent (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, privileges unless and preferences pertaining until any required consents shall have been obtained, (ii) give any other party to such contract, Instrument, license, license agreement or incidental theretoother document the right to terminate its obligations thereunder, unto the Notes Collateral Agentor (iii) violate any law, its successors and assigns, 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 Guaranteed Obligations, including the Guarantees, each Grantor Holdings hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Holdings’ right, title and interest in, to and under under: (ia) all the Equity Interests held of the Borrower directly owned by it and Holdings (which such Equity Interests as of the Closing Date shall be listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (collectively, the “Pledged EquityBorrower Stock”); provided that the Pledged Equity shall not include any Excluded Security; ; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debt; Borrower Stock; (ivc) 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 clause (i), (ii), and (iiib) above; and and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through this clause (vd) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded 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 Notes 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 each Guarantee of the GuaranteesSecured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (ia) all Equity Interests now or hereafter directly held by it such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) CF Industries Nitrogen, LLC, a Delaware limited liability company, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iib) the debt securities owned by it Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any Indebtedness (including, without limitation, any debt securities intercompany notes) directly obtained in the future by such Grantor and the certificates, promissory notes and any other instruments instruments, if any, evidencing any debt such Indebtedness (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in the Indenture, this Agreement or any other Collateral Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall 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 Notes 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 ObligationsObligations of such Grantor, including the GuaranteesGuaranty, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes 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 and whether now or hereafter existing or arising (i) all Equity Interests held by it on the Closing Date in the Borrower and any Restricted Subsidiary, including, without limitation, the Equity Interests listed on Schedule I 1 and any other Equity Interests in the Borrower and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by it and on the Closing Date including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I1, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any 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 any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Excluded 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 Notes 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded SecurityForeign 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 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 Equity Interest permitted to exist under the Credit Agreement or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (iib)(i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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, performance in full when due of the Obligations, including each Guaranty of the GuaranteesObligations, each Grantor hereby (i) confirms and reaffirms its prior pledge and grant in the “Pledged Collateral” (as defined in the Existing Security Agreement) and (ii) pledges to the Notes Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, Administrative Agent and 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 (ia) all Equity Interests now or hereafter directly held by it such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iib) the debt securities owned by it Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any other Indebtedness (including, without limitation, any debt securities intercompany notes) directly obtained now or in the future by such Grantor and the certificates, promissory notes and any other instruments instruments, if any, evidencing any debt such Indebtedness (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity and Pledged Debt; (ivd) subject to Section ‎Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i‎(a), (ii‎(b), and (iii‎(c) above; and (ve) subject to ‎Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (i‎(a) through (v‎(e) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall include, any Excluded 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 Notes 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 and performance, as the case may be, in full of the Obligations, including each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the GuaranteesAdministrative Agent, each Grantor its successors and assigns, and hereby pledges grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the 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 (i) more than 65% of the issued and outstanding shares of voting stock of any Excluded SecurityForeign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib) (i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms hereof; (iiid) 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) 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 (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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”)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 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 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 Notes 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 security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or performanceotherwise) of all Obligations (as defined in the Credit Agreement), as together with, without limitation, the case may beprompt payment of all expenses, in full including, without limitation, reasonable Attorney Costs, incidental to the collection of the ObligationsObligations and the enforcement or protection of the Agent's Lien in and to the collateral pledged hereunder, including the Guarantees, each Grantor Pledgor hereby pledges to the Notes Collateral Agent, its successors and assignsgrants to the Agent, on behalf and for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesLenders, a security interest in all of such Grantor’s rightthe following (collectively, title and interest inthe "Pledged Collateral"), to and under except as specifically provided in Section 6, below: (i) all Equity Interests the Pledged Securities owned or held by it the Pledgor and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it Securities, and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments interest payments, instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Securities; (ii) all voting trust certificates held by the Pledgor evidencing its beneficial interest in any Pledged Securities subject to any voting trust; and (iii) all additional shares and voting trust certificates from time to time acquired by the Pledgor in any manner (which additional shares shall be deemed to be part of the Pledged Securities), and the certificates representing such additional shares, and all other Proceeds received in respect ofdividends, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06cash, all rights and privileges of such Grantor with respect to the securities interest payments, instruments, and other property referred or proceeds from time to time received, receivable, or otherwise distributed in clauses (i), (ii), and (iii) above; and (v) respect of or in exchange for any or all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthsuch shares.

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; (iii) (A) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by 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 any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vc) above being collectively referred to as the “Pledged 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 Notes 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 collateral security for the payment or performance, as the case may be, and performance in full of all the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby pledges grants to the Notes Collateral Agent, for its successors benefit and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and continuing lien on all personal property of such Pledgor, including all of such GrantorPledgor’s right, title and interest in, to and under all of the following property, wherever located, whether now owned or existing, or hereafter arising or acquired from time to time (collectively, the “Security Agreement Collateral”): (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Accounts; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; all Chattel Paper; (iii) 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 Pledged Equity and Pledged Debt; Commercial Tort Claims; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and Deposit Accounts; (v) all Documents; (vi) all General Intangibles; (vii) all Goods (including, in any event, Equipment, Fixtures, Inventory, Documents Evidencing Goods and Software Embedded in Goods); (viii) all Instruments; (ix) all Insurance; (x) all Intellectual Property; (xi) all Investment Property and Financial Assets; (xii) all Letters of Credit and Letter-of-Credit Rights; (xiii) all Material Contracts and Non-payment Contracts; (xiv) all Money; (xv) all Receivables; (xvi) all Securities Collateral; (xvii) all books and Records relating to any and/or all of the foregoing; (xviii) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any and/or all of the foregoing; and (xix) to the extent not otherwise included above, all other personal property and all Proceeds and products of, accessions and additions to, profits and rents from, and replacements for or in respect of any of the foregoing (foregoing; it being understood that, subject to the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges other provisions hereof and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCredit Agreement, foreverthe foregoing grant of a security interest shall not diminish any Pledgor’s exclusive right and license to use, subjector grant to other persons license or sublicenses in, however, to the terms, covenants and conditions hereinafter set forthIntellectual Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Parent hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantorthe Parent’s right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock of Holdings owned by it and listed on Schedule I and any other Equity Interests of Holdings obtained in the future by such Grantor and, to the extent certificated, Parent and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall (i) not include any Excluded Security; to the extent applicable law requires that Holdings issue directors’ qualifying shares, such qualifying shares and (ii) subject to clause (i), include all the debt securities owned by it and listed opposite Equity Interests of the name surviving entity of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor merger of Holdings and the promissory notes Borrower permitted under the Credit Agreement and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through and (vb) above being collectively referred to as the “Pledged 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 Notes 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 Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under under: (a) (i) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the 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 any Excluded Security; ; (iii) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; ; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) 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 (ia), (iib), and (iiic) above; and and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any of the other provisions set forth in this Section 2, in no event shall the security interest granted under this Section 2 attach to any Excluded 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 Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, as 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 Obligations, including the GuaranteesGuaranty, each Grantor hereby pledges to the Notes Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Bridge 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 and whether now or hereafter existing or arising (i) all Equity Interests 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 I and any other Equity Interests in any Wholly-Owned Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by it and on the Closing Date including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any 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 any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Excluded 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 Notes 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, including the Guarantees, each Grantor Pledgor hereby pledges grants to the Notes Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured other Credit Parties, a security interest in and pledge of all of such Grantor’s the Pledgors’ right, title and interest in, to and under (i) under: 2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests held owned by it and listed each Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto (each an “Issuer”), and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Grantor andeach Pledgor, to and the extent certificated, stock certificates or other security certificates (as defined in the certificates UCC) representing all such shares, membership interests or other Equity Interests (the “Pledged EquitySecurities”); provided however, that the Pledged Equity Securities shall not include include, and the security interest shall not attach to: (i) equity interests in joint ventures or any Excluded Security; 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 debt securities owned by it 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 listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) equity interests in any Unrestricted Subsidiary; 2.2 all other Investment Property that may be delivered to, and held by, the Term Loan Collateral Agent, as agent for the Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, or the Collateral Agent pursuant to the terms hereof; 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 Pledged Equity Securities and Pledged Debt; (iv) other Investment Property referred to in clauses 2.1 and 2.2 above; 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 (i)2.1, (ii)2.2, and (iii) 2.3 above; and (v) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (i) 2.1 through (v) above 2.4 being collectively referred to as the “Pledged 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 Notes 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 the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and title, interest in, powers, privileges and preferences pertaining or incidental thereto, to and under (ia)(i) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary to the extent the pledge of any greater percentage would reasonably be expected to result in adverse tax consequences to the Holdings and its Subsidiaries, taken as a whole, (iib)(i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided , (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded Security; Collateral Agent pursuant to the terms of this Section 3.01, (iiid) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (e) 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 (ia), (iib), (c) and (d) above, and (iii) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and the term “Pledged Collateral” shall not include any, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthExcluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of the Notes Obligations, including the Guarantees, 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 in, all of such Grantor’s right, title and interest in, to and under under: (a) (i) all the Equity Interests held owned by it and such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule I and II hereto, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Security; Equity Interests; (iib) (i) the debt securities owned by it and such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Security; Assets; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) 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 (ia), (ii), b) and (iiic) above; and and (ve) all Proceeds 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 (ia) through (ve) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding the Pledged Collateralforegoing, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto in no event shall the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, pledge under this Section 2.01 attach to the terms, covenants and conditions hereinafter set forthany Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Property; (iib) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained obligations in the future by issued to such Grantor Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Property; (iiic) 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 Pledged Equity Stock and the Pledged Debt; ; (ivd) 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 clause (i), (ii), and (iiic) above; and and (ve) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through (vd) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded 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 Notes 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 and performance, as the case may be, in full of the Obligations, including each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the GuaranteesCollateral Agent, each Grantor its successors and assigns, and hereby pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include any Excluded Securityinclude, to the extent that applicable law requires that a subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (iib) (i) the debt securities owned by it and listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) 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 (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by undated 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. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Securities or Excluded Property; (iib) (i) the debt securities owned by it and obligations issued to such Pledgor, including those listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained obligations in the future by issued to such Grantor Pledgor and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Securities or Excluded Property; (iiic) 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 Pledged Equity Stock and the Pledged Debt; ; (ivd) 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 clause (i), (ii), and (iiic) above; and and (ve) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through (vd) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded 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 Notes 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, including the GuaranteesGuaranty, each Grantor of the Grantors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (i) all Equity Interests held by it and it, including those that are listed on Schedule I II, and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule Iit, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any debt Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such Grantor (the “Pledged Debt”); provided that (x) the Pledged Debt shall not include any Excluded Security; Assets and (y) the Pledged Debt of Holdings shall be limited to the promissory notes and any other instruments evidencing Indebtedness owed to it by the Borrower or any Restricted Subsidiary (including those listed on Schedule II); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (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 Pledged Equity securities referred to in clauses (i) and Pledged Debt; (ivii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged 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 Notes 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 Obligations, including the GuaranteesGuaranty, each Grantor hereby pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative 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 (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged 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 Notes 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, including the Guarantees, each Grantor of the Grantors hereby collaterally assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Grantors’ right, title and interest in, to and under (in each case, as applicable): (i) all Equity Interests held by it and that are listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Assets; (iii) all other property that may be delivered to and held by the Collateral 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 Pledged Equity and Pledged Debt; Debt referred to in clauses (ivi) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of security interest in (A) any Excluded Asset or (B) any Capital Stock of any Subsidiary of Holdings to the extent necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to file separate financial statements with the Securities and Exchange Commission (the “SEC”) (or any other governmental agency), due to the fact that such Subsidiary’s Captial Stock secures the Securities or the guarantees of the Securities (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) and (ii) no Grantor shall be required to take steps to perfect the security interest in the Collateral granted hereunder (A) by indicating such security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title, (B) by entering into any control agreements or control arrangements (including with respect to Deposit Accounts, Securities Accounts, Commodity Accounts or Letter-of-Credit Rights), or (C) by making any fixture filings with respect to fixtures or as-extracted collateral. Notwithstanding the foregoing, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act 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 Grantor’s Capital Stock and other securities to secure the Securities in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Grantor, then the Capital Stock and other securities of such Grantor will automatically be deemed to be a part of the Pledged Collateral for the Securities but only to the extent necessary to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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. (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 Obligations, including the Guarantees, each Grantor Pledgor hereby pledges and grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the 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 Secured (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor the Pledgor on Schedule III hereto, any (ii) all debt securities obtained in the future by such Grantor issued to the Pledgor and the (iii) all promissory notes and any other instruments evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities” and together with the Pledged Stock, the “Pledged Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any and all of the foregoing (all the items referred to in clauses foregoing, collectively, the “Securities Collateral”); provided, however, that, the term “Securities Collateral” shall not include (i) through to the extent such pledge would, in 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; (vii) above 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) except in the case of a Wholly Owned Subsidiary, constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Pledgor therein, (B) except in the case of a Wholly Owned Subsidiary, 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) except in the case of a Wholly Owned Subsidiary, 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. (b) Upon delivery to the Collateral Agent, (a) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall 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 collectively referred pledged hereunder, which schedule shall be attached hereto as a supplement to as the “Pledged Collateral”)Schedule II and made a part hereof. Each schedule so delivered shall supplement any 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 Notes Collateral Agent, its successors and assigns, 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 its Secured Obligations, including the Guarantees, each Grantor hereby pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted 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 under: (i1) all the Equity Interests held (a) directly owned by it and such Grantor as of the Closing Date (including those Equity Interests listed on Schedule I I) and any other Equity Interests (b) obtained in the future by such Grantor after the Closing Date and, to the extent certificatedin each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; ; (ii2) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing Indebtedness (a) owned by such Grantor as of the Closing Date (including those promissory notes and any debt instruments evidencing Indebtedness listed on Schedule I) and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $15 million, in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged DebtDebt Securities”); provided that the in each case, including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt shall not include any Securities (except to the extent constituting an Excluded Security; Asset or otherwise excluded from the Collateral pursuant to this Agreement); (iii3) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in the foregoing clauses (i), (ii), 1) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”2). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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, including the Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Grantors’ right, title and interest in, to and under under (i) all Equity Interests held by it and that are listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”)) of (x) any wholly owned Restricted Subsidiary and (y) non-wholly owned Subsidiaries to the extent permitted by the terms of the Organizational Documents of such non-wholly owned Restricted Subsidiaries; provided that the Pledged Equity shall not include any (a) Excluded Security; Assets and (b) the Equity Interests of an Immaterial Subsidiary; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Assets; (iii) all other property that may be delivered to and held by the Collateral 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt; (ivii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged 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 Notes 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, including the Guarantees, each Grantor Pledgor hereby pledges grants to the Notes Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured other Credit Parties, a security interest in and pledge of all of such Grantor’s the Pledgors’ right, title and interest in, to and under (i) under: 2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests held owned by it and listed each Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto (each an “Issuer”), and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Grantor andeach Pledgor, to and the extent certificated, stock certificates or other security certificates (as defined in the certificates UCC) representing all such shares, membership interests or other Equity Interests (the “Pledged EquitySecurities”); provided however, that the Pledged Equity Securities shall not include include, and the security interest shall not attach to: (i) equity interests in joint ventures or any Excluded Security; 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 debt securities owned by it 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 listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) equity interests in any Unrestricted Subsidiary; 2.2 all other Investment Property that may be delivered to, and held by, the ABL Collateral Agent, as agent for the Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, or the Collateral Agent pursuant to the terms hereof; 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 Pledged Equity Securities and Pledged Debt; (iv) other Investment Property referred to in clauses 2.1 and 2.2 above; 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 (i)2.1, (ii)2.2, and (iii) 2.3 above; and (v) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (i) 2.1 through (v) above 2.4 being collectively referred to as the “Pledged 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 Notes Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, forever, until (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, including the Guarantees, each Grantor of the Grantors hereby collaterally assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s Grantors’ right, title and interest in, to and under (in each case, as applicable): (i) all Equity Interests held by it and that are listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Assets; (iii) all other property that may be delivered to and held by the Collateral 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 Pledged Equity and Pledged Debt; Debt referred to in clauses (ivi) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of security interest in any Excluded Asset and (ii) no Grantor shall be required to take steps to perfect the security interest in the Collateral granted hereunder (a) by indicating such security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title, (b) by entering into any control agreements or control arrangements (including with respect to Deposit Accounts, Securities Accounts, Commodity Accounts or Letter-of-Credit Rights), or (c) by making any fixture filings with respect to fixtures or as-extracted 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 Notes 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 Obligations, including the GuaranteesGuaranty, each Grantor hereby pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative 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 (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any Investment Property with respect to which a Grantor is treated as having a “security entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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, including the Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative 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 under (i) all Equity Interests held by it and that are listed as required to be pledged to the Administrative Agent on Schedule I 5(a) to the Perfection Certificate and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests of a wholly owned Restricted Subsidiary (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I6 to the Perfection Certificate, (B) any debt securities obtained in the future by such Grantor and (C) 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 Security; Assets; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt; (ivii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged 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 Notes 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) 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 (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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 security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby collaterally assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes 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 under: (ia) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests [reserved]; (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iib) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Securities; (iiic) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses clause (i), (ii), and (iiib) above; and and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ib), (c) through and (vd) of this Section 3.01 above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any Excluded Assets, and the terms “Pledged Debt Securities” and “Pledged Collateral,” shall, in each case, expressly exclude all 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, foreveras security for the payment or performance, as the case may be, in full of the Secured Obligations; 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, Guarantor hereby pledges to Agent, for the ratable benefit of the Lenders, and grants to Agent, for the ratable benefit of the Lenders, a first priority security interest in all of the following (collectively, the “Pledged Collateral”): (a) all Equity Interests now owned or hereafter acquired by Guarantor including those listed on Exhibit B attached hereto; (b) with respect to any limited liability company membership units or general or limited partnership interests now owned or hereafter acquired by Guarantor: (i) all payments or distributions whether in cash, property or otherwise, at any time owing or payable to Guarantor on account of its interest as a member or partner, as the case may be, in full any of the Obligations, including the Guarantees, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit issuers of the Secured Parties, and hereby grants to the 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 (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (or in the “Pledged Equity”); provided that the Pledged Equity shall not include nature of a management or other fee paid or payable by any Excluded Securityof such issuers to Guarantor; (ii) the debt securities owned by it all of Guarantor’s rights and listed opposite the name interests under each Certificate of such Grantor on Schedule IIncorporation or Formation (as applicable), any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt bylaws or operating agreement (the foregoing, collectively, the “Pledged DebtOperating Documents”); provided that the Pledged Debt shall not include any Excluded Security, including all voting and management rights and all rights to grant or withhold consents or approvals; (iii) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such issuers; (iv) all other rights, interests, property or claims to which Guarantor may be entitled in its capacity as a partner or a member of any such issuer; and (v) all proceeds, income from, increases in and products of any of the foregoing, in each case subject to Section 2.06the terms of this Agreement; (c) all additional Equity Interests from time to time acquired or formed by Guarantor in any manner (which additional Equity Interests shall be deemed to be part of the Pledged Collateral whether or not Exhibit B has been updated in accordance with the terms of this Agreement), and any certificates, if applicable, representing such additional Equity Interests; (d) all payments rights and interests of principal or interestGuarantor in respect of a joint venture; and (e) all dividends, 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 such Equity Interests, in each case subject to the conversion ofterms of this Agreement. Guarantor irrevocably waives any and all of its rights under provisions of any Operating Document of any Subsidiary which is a limited liability company or limited partnership, and all other Proceeds received under the laws under which such Subsidiary has been organized, to the extent Guarantor has the legal capacity to do so and that such waiver is permitted, that would operate to (a) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect ofof this pledge or (b) otherwise conflict with the terms of this Section 3. If Guarantor at any time owns or acquires Pledged Collateral consisting of Equity Interests of limited liability company or limited partnership interests, the Pledged Equity and Pledged Debt; (iv) subject Guarantor hereby irrevocably consents to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii)) the grant of the security interest provided for herein to Agent, and (iiiii) aboveAgent or its nominee becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the exercise of remedies in accordance with the terms hereof; provided that such successor member or partner, as applicable, then agrees in writing to be bound by, and a party to, the applicable Operating Document pursuant to the terms therein. 3.2 Guarantor shall deliver to Agent concurrently with the execution hereof (vor, in the case of any such certificates or instruments that hereafter come into existence, promptly following receipt of the same by Guarantor) all Proceeds of certificates or other instruments representing or evidencing any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”), accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers) in blank, all in form and substance satisfactory to Agent. TO HAVE AND TO HOLD Exhibit B identifies which Pledged Collateral are certificated and which Pledged Collateral are not certificated. 3.3 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in each case imposed by any 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 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 Agent to Guarantor, powersAgent at its option may pay any of them. 3.4 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 Notes Collateral Agent, its successors and assigns, for the benefit capital structure of the Secured Partiesissuer of any Pledged Collateral, foreverall new, subjectsubstituted and additional shares, howeveroptions, or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Agent under the terms, covenants and conditions hereinafter set forthterms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder.

Pledge. As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (iwhether now owned or hereafter acquired): (a) all Equity Interests held Capital Stock directly owned by it and (including those listed on Schedule I II) and any other Equity Interests Capital Stock obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests Capital Stock (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Security; Assets; (iib) (i) the debt securities owned by it and obligations owed to such Pledgor listed opposite the name of such Grantor Pledgor on Schedule III, any (ii) all other debt securities obtained obligations existing on the date hereof or in the future by issued to such Grantor Pledgor and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Assets; (iiic) 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 Pledged Equity Stock and the Pledged Debt; ; (ivd) 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 clause (i), (ii), and (iiic) above; and and (ve) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through (vd) 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 Notes 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 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 Issuer or any subsidiary of the Issuer due to the fact that such Person’s Capital Stock or other securities secure such Other First Lien Obligations, then the Capital Stock or other securities of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Other First Lien Obligations, 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 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 Capital Stock of such Person will automatically be deemed to be a part of the Collateral for the relevant Other First Lien Obligations, but only to the extent permitted without the financial statement requirement described in the first sentence of this paragraph becoming 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 Capital Stock and other securities from securing the applicable Pledgor’s Secured Obligations (other than 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 Capital Stock deemed by this paragraph to no longer constitute part of the Collateral for the relevant 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 Permitted Pari Passu Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Other First Lien Obligations (and shall be applied as otherwise provided in Section 4.02, as if the respective Other First Lien Obligations had previously been paid in full in cash).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the GuaranteesPledgor hereby transfers, each Grantor grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantorthe Pledgor’s right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it and listed on Schedule I hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that, to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, the Pledged Equity Stock shall not include any Excluded Securitysuch qualifying shares; (ii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 Pledged Equity and Pledged DebtStock; (ivc) 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 (i), (ii), a) and (iiib) above; and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged Collateral”). 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 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 I and made a part hereof. Each schedule so delivered shall supersede any 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 Notes 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 Obligations, including each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the GuaranteesCollateral Agent, each Grantor its successors and assigns, and hereby pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it and (including, without limitation, those listed on Schedule I II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) any Excluded Security; Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the debt securities owned by it issued and listed opposite outstanding shares of voting stock of any Non-Domestic Subsidiary or (iii) to the name extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Securityqualifying shares; (iiib) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) 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 of the securities referred to in respect of, the Pledged Equity and Pledged Debtclause (a) above; (ivd) 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 (ia), (iib), (c) and (iiid) above; and (ve) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in clauses the Collateral (i) through (v) above being collectively referred to as the “Pledged CollateralSecurities”)) 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 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 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 Notes 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. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Pledge. As security for the indefeasible payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteeseach Pledgor hereby pledges, each Grantor hereby pledges hypothecates, assigns, charges, mortgages, delivers, and transfers to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral 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 in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (ia)(i) all Equity Interests held owned by it and listed on Schedule I and issued by the Borrower, a Subsidiary Loan Party or an Included Entity as of the Restatement Date; (ii) any other Equity Interests obtained owned in the future by such Grantor andPledgor and issued by the Borrower, to the extent certificated, the a Subsidiary Loan Party or an Included Entity; (iii) any certificates or other instruments representing all such Equity Interests, if any; (iv) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of each Pledged Interests Issuer; and (v) to the extent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged EquityStock”); provided that Pledged Stock shall include the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and interests listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.063.07, all payments of principal or interest, dividendsDividends, Distributions, cash, instruments and other property 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 Pledged Equity and Pledged DebtStock; (ivc) subject to Section 2.06, all rights and privileges of any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement , bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Grantor Pledgor with respect to the securities and other property referred Pledged Stock; (d) all General Intangibles relating to in clauses (i), (ii), and (iii) aboveor arising out of any of the foregoing; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, and “Pledged Collateral” shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene Section 9.21 of the Credit Agreement and (c) other than as required pursuant to Section 3.02(d) hereof, no Grantor shall be required to take any action with respect to the perfection of security interests in security accounts (including entering into control agreements). For the avoidance of doubt, at all times, (i) all Equity Interests issued by the Borrower and each Subsidiary Guarantor shall be subject to a pledge pursuant to this Agreement and (ii) all Equity Interests issued by an Included Entity and held by a Pledgor shall be subject to a pledge pursuant to this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Note Obligations, including the Guarantees, each Grantor hereby grants, collaterally assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes 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 (ia)(i) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include any Excluded Security; Assets, (iib)(i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided provided, however, that the Pledged Debt Securities shall not include any Excluded Security; Assets, (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (e) 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 (ia), (b), (c) and (d) above, including with respect to any limited liability company membership interests or general or limited partnership interests constituting Pledged Equity: (i) all of such Grantor’s rights and interests under each of the operating agreements or partnership agreements, as applicable, including all voting, control and management rights, all rights of access to information, and all rights to grant or withhold consents or approvals; and (ii) all other rights, interests, property or claims to which such Grantor may be entitled in its capacity as a partner or member of any issuer of Pledged Stock (an “Issuer”), and further including, with respect to (iiix) above; any limited liability company membership interests constituting Pledged Stock, all of the Grantor’s right, title and interest in such limited liability company, whether derived under the Organizational Documents or the limited liability company act of the state in which such limited liability company is organized (the “LLC Act”), including the Grantor’s “limited liability company interest” (as defined in the applicable LLC Act), status as a “member” (as defined in the LLC Act), and control rights with respect to such limited liability company or (y) any limited partnership interests constituting Pledged Stock, all of the Grantor’s right, title and interest in such limited partnership, whether derived under the Organizational Documents or the limited partnership act of the state in which such limited partnership is organized (the “LP Act”), including the Grantor’s “partnership interest” (as defined in the applicable LP Act), status as a “partner” (as defined in the LP Act), and control rights with respect to such limited partnership and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, 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 Notes 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 In furtherance and as confirmation of the security interest granted by the Pledgors to the Lender (for its own benefit and the benefit of the other Secured Parties) under the Loan Agreement, and as further security for the prompt payment or performance, as the case may be, in full of all Obligations, each of the Obligations, including the Guarantees, each Grantor Pledgors hereby pledges ratifies such security interest and grants to the Notes Collateral Agent, Lender (for its successors own benefit and assigns, for the benefit of the other Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, ) a continuing security interest in and Lien upon all of such Grantor’s the present and future right, title and interest inof such Pledgor in and to the following property, and each item thereof, whether now owned or existing or hereafter acquired or arising, together with all products, proceeds, substitutions, and accessions of or to any of the following property: 2.1 all shares of capital stock, limited liability company membership interests and under (i) all other Equity Interests held owned by it and listed such Pledgor, including in each entity designated as an “Issuer” on Schedule I III hereto, and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Grantor andPledgor, to and the extent certificated, stock certificates or other security certificates (as defined in the certificates UCC) representing all such shares, membership interests or other Equity Interests (the “Pledged EquitySecurities”); provided ; 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Equity shall not include any Excluded Security; (ii) Lender pursuant to the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, terms hereof; 2.3 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 Pledged Equity Securities and Pledged Debt; (iv) other Investment Property referred to in clauses 2.1 and 2.2 above; 2.4 subject to Section 2.066, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (i)2.1, (ii)2.2, and (iii) 2.3 above; and (v) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (i) 2.1 through (v) above 2.5 being collectively referred to as the “Pledged Collateral”); provided, that in no event shall the Pledged Collateral include more than 65% of the voting stock of any Foreign Subsidiary. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral AgentLender, its successors and assigns, for its own benefit and the benefit of the other Secured Parties, forever, until Full Payment of the Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Lender 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 Lender and by such other instruments and documents as the Lender 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 Lender 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 III 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 its Secured Obligations, including the Guarantees, each Grantor hereby pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted 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 under: (i1) all the Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future (a) directly owned by such Grantor as of the Issue Date and (b) obtained by such Grantor after the Issue Date and, to the extent certificatedin each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; ; (ii2) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing Indebtedness (a) owned by such Grantor as of the Issue Date and (b) issued to such Grantor after the Issue Date, other than any debt Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged DebtDebt Securities”); provided that the in each case, including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt shall not include any Securities (except to the extent constituting an Excluded Security; Asset or otherwise excluded from the Collateral pursuant to this Agreement), but excluding (i) Indebtedness owed by another Grantor or Note Party, (ii) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Issuers and their respective Subsidiaries or the Grantors and their respective Subsidiaries or (iii) to the extent the pledge of such promissory note or instrument would violate any applicable law; (3) 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 Pledged Equity securities referred to in the foregoing clauses (1) and Pledged Debt; (iv2); (4) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in the foregoing clauses (i1), (ii), 2) and (iii3) above; and and (v5) all Proceeds proceeds of any of the foregoing items referred to in clauses (1) through (4) above, but excluding any Excluded Assets (the items referred to in clauses (i1) through (v5) above being collectively referred to as of this Section 3.01, collectively, the “Pledged Collateral”). Notwithstanding anything to the contrary in this Agreement or any other Notes Document, none of the Pledged Stock, Pledged Debt Securities or Pledged Collateral will include nor will the security interests granted hereunder attach to any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes 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 forthforth and in each case subject to the Indenture.

Pledge. As security for the timely payment or performance, as the case may be, and performance in full of the Obligationsobligations of the Pledgor under this Agreement and the other Loan Documents (the "OBLIGATIONS"), including the GuaranteesPledgor hereby transfers, each Grantor hereby pledges hypothecates, pledges, sets over and delivers unto the Agent, and grants to the Notes Collateral Agent, its successors and assigns, Agent (for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lenders) a security interest in in, all of such Grantor’s right, title and interest in, to the Pledgor now has or hereafter acquires in (a) the securities described on the attached Schedule of Pledged Securities and under (i) all Equity Interests held by it and listed on Schedule I and securities of any other Equity Interests of Pledgor's Subsidiaries or of any Investee obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing or evidencing all such Equity Interests securities (the “Pledged Equity”"PLEDGED STOCK"); provided that (b) all other property which may be delivered to and held by the Pledged Equity shall not include any Excluded SecurityAgent pursuant to the terms hereof; (iic) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property or any Distribution from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, of the securities and all other Proceeds received property referred to in respect of, the Pledged Equity and Pledged Debtclause (a) or clause (b) above; (ivd) subject to except as provided in Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred called the "COLLATERAL"). Upon delivery to the Agent, (i) any share certificates, notes or other securities or instruments now or hereafter included in the Collateral (the "PLEDGED SECURITIES") will be duly endorsed to the Agent or accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged CollateralAgent may reasonably request, together with and (ii) all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit other property comprising part of the Secured PartiesCollateral will be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Agent may reasonably request. Each delivery of Pledged Securities will be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever, subject, however, which schedule will be attached to the terms, covenants this Agreement and conditions hereinafter set forthmade a part hereof. Each schedule so delivered will supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including each Pledgor hereby (except in the Guarantees, each Grantor hereby case of Pledged ULC Shares) assigns and (in all cases) pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 permitted (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt (the “Pledged Debt”)securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any Indenture Restricted Subsidiary to the Company or any Indenture Restricted Subsidiary, (B) debt securities issued to the Company or any Subsidiary Party for so long as a pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Indenture Documents, the 1-1/2 Lien Notes Documents or the Second Lien Notes Documents, (C) any debt securities that constitute Excluded SecurityAssets or, if any Credit Agreement is outstanding, any debt obligations or instruments that are not required to be pledged as security for the Obligations under such Credit Agreement and (D) any Designated Securities (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) 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 (ia), (ii), b) and (iiic) above; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged 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 Notes 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 its Secured Obligations, including the Guarantees, each Grantor hereby pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted 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 under: (i1) all the Equity Interests held (a) directly owned by it and such Grantor as of the Closing Date (including those Equity Interests listed on Schedule I I) and any other Equity Interests (b) obtained in the future by such Grantor after the Closing Date and, to the extent certificatedin each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; ; (ii2) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing Indebtedness (a) owned by such Grantor as of the Closing Date (including those promissory notes and any debt instruments evidencing Indebtedness listed on Schedule I) and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $15 million, in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged DebtDebt Securities”); provided that the in each case, including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt shall not include any Securities (except to the extent constituting an Excluded Security; Asset or otherwise excluded from the Collateral pursuant to this Agreement); (iii3) 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 Pledged Equity securities referred to in the foregoing clauses (1) and Pledged Debt; (iv2); (4) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in the foregoing clauses (i1), (ii), 2) and (iii3) above; and and (v5) all Proceeds proceeds of any of the foregoing items referred to in clauses (1) through (4) above, but excluding any Excluded Assets (the items referred to in clauses (i1) through (v5) above being collectively referred to as of this Section 3.02, collectively, the “Pledged Collateral”). Notwithstanding anything to the contrary in this Agreement or any other Security Document, no representation, warranty, covenant or any other provision in this Agreement or any other Security Document will apply to and none of the Pledged Stock, Pledged Debt Securities or Pledged Collateral will include nor will the security interests granted hereunder attach to any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental theretothereto (in each case other than any Excluded Assets), unto the Notes 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 forthforth and in each case subject to the Credit Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Borrower hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantorthe Borrower’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held of any Domestic Subsidiary directly owned by it and it, including those listed on Schedule I and any other Equity Interests obtained of a Domestic Subsidiary directly owned in the future by such Grantor and, to the extent certificated, Borrower and the certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) any Excluded Security; Equity Interests of any Subsidiary that is not a Domestic Subsidiary or (ii) any Equity Interests if the debt securities owned pledge of such Equity Interests would be prohibited by it any Requirement of Law or would require the consent (including non-objection) of any Governmental Authority (including any Bank Regulatory Authority) or Regulatory Supervising Organization; (b)(1) the Indebtedness owing by any Subsidiary to the Borrower and listed opposite the name of such Grantor on Schedule I, (2) any debt securities obtained in future Indebtedness owing by any Subsidiary to the future by such Grantor Borrower and (3) the promissory notes and any other instruments evidencing any debt such Indebtedness (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 2.01; (iiid) subject to Section 2.062.07, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above and the property referred to in clause (c) above; (ive) subject to Section 2.062.07, all rights and privileges of such Grantor the Borrower with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (f), the security interest created by this Agreement shall not extend to, and the terms “Pledged Stock”, “Pledged Debt Securities” and “Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (f) shall not include, any Excluded 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 Notes 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 Second Lien Secured Obligations, including the Guarantees, and subject to the terms of the Intercreditor Agreements, each Grantor of the Grantors hereby assigns and pledges to the Notes Collateral Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, and hereby grants to the Notes Collateral Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (i) all Equity Interests held by it and it, including those that are listed on Schedule I II, and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; Assets; (ii) (A) the debt securities owned by it and it, including those listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; Assets; (iii) all other property that may be delivered to and held by the Second Lien 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt; (ivii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) and (iv) above; and and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged 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 Notes Collateral Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, forever, subject, however, to the Intercreditor Agreements and the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, including the Guarantees, each Grantor hereby pledges grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a security interest in in, all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person (including, without limitation, the Borrower and each Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, and listed on Schedule I in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Securityof the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote; (iib) the all debt securities owned by it and listed opposite the name of promissory notes held by, or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Borrower, any debt securities obtained in of its Subsidiaries or any other Person) on the future by such Grantor Effective Date or at any time thereafter, and the all securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security(c) all Limited Liability Company Interests; (iiid) all Partnership Interests; (e) all Securities (and all options and warrants to purchase securities), owned or held by such Grantor from time to time; (f) all Financial Assets and Investment Property owned by such Grantor from time to time; (g) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (h) all Security Entitlements owned by such Grantor from time to time in any and all of the foregoing; (i) 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 received in respect of, the Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ivj) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vk) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vj) above being collectively referred to as the “Pledged 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 Notes 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.