Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 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 received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, that the Pledged Stock shall not include any Excluded Securities; (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 opposite the name of such Pledgor on Schedule II), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guarantees, each Pledgor 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 PledgorGrantor’s right, title and interest in, to and under (a)(ii) 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 obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities obtained in the future issued to by such Pledgor having, in Grantor and 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, if any, instruments evidencing such any debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Security; (biii) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (civ) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) i), (ii), and (biii) above; and (dv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, 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 its Obligations, each Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective 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; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 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 received in respect of, the securities property referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Senior Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(ii) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests in each Material Subsidiary that is a Domestic Subsidiary directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities; (b)(i) the debt obligations securities 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 Pledgor on Schedule II), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or Excluded Property; (b) (i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt securitiesobligations, an aggregate principal amount in excess of $5.0 million10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, of the securities referred to in clause Pledged Stock and the Pledged Debt; (a) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a) and (bc) above; and and (de) all proceeds Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 indefeasible payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns pledges, hypothecates, assigns, charges, mortgages, delivers, and pledges transfers to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Pledgor’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 (a)(i) all Equity Interests owned by it and issued by the debt obligations listed opposite Borrower, a Subsidiary Loan Party, an Included Entity or an Ohio Joint Venture as of the name of such Pledgor on Schedule II, Closing Date; (ii) any debt securities other Equity Interests owned in the future issued to by such Pledgor havingand issued by the Borrower, in the case of each instance of debt securitiesa Subsidiary Loan Party, an aggregate principal amount in excess of $5.0 millionIncluded Entity, an Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture; (iii) the certificates, promissory notes and any certificates or other instrumentsinstruments representing all such Equity Interests, if any; (iv) all rights in, evidencing 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 debt securities Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged Debt SecuritiesStock”); provided that (a) Pledged Stock shall include the interests listed on Schedule I; (b) subject to Section 3.05 hereof3.07, 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 received in respect of, the securities referred to in clause (a) abovePledged Stock; (c) subject to Section 3.05 hereof, 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 Pledgor with respect to the securities and other property referred Pledged Stock; (d) all General Intangibles relating to in clauses (a) and (b) aboveor arising out of any of the foregoing; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(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 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule II5 of the Perfection Certificate, (ii) and any debt securities promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future issued to by such Pledgor havingGrantor (collectively, 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, if any, evidencing such debt securities (the “Pledged Debt”) ; provided that the Pledged Debt Securities”); shall not include Excluded Assets; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; ; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and and (de) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). ; TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Property; (b) (i) the debt obligations securities currently issued to any Pledgor (which debt securities constituting Pledged Debt shall be listed opposite the name of such Pledgor on Schedule IIIII), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the items referred to in subclauses (i) through (iii), collectively, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Property; (bc) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause Pledged Stock and the Pledged Debt; (a) above; (cd) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock and the Pledged Debt and other property referred to in clauses clause (a) and (bc) above; and and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (de) above being collectively referred to as the “Pledged Collateral”); provided, that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 its the Secured Obligations, including the Guarantees, each Pledgor of the Pledgors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) all Equity Interests held by it that are listed on Schedule 10(a) of the Perfection Certificate and any other Equity Interests in any material Wholly Owned Subsidiaries directly held in the future by such Pledgor and the certificates representing all such Equity Interests (if any) (the “Pledged Equity”); provided, that the Pledged Equity shall not include Excluded Equity Interests; (b) (A) the debt obligations securities owned by it and listed opposite Schedule 11 to the name of such Pledgor on Schedule IIPerfection Certificate, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt shall not include any Excluded Property; (bc) 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 3.05 hereof2.6, 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 Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; ; (ce) subject to Section 3.05 hereof2.6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and ), (b), (c) above; and (d) above; and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of Section 3.1.

Pledge. As security for the payment or performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Holdings’ right, title and interest in, to and under under: (a)(ia) the debt obligations Equity Interests of the Borrower directly owned by Holdings (which such Equity Interests as of the Closing Date shall be listed opposite the name of such Pledgor on Schedule II, (iiI) any debt securities in the future issued to such 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 instrumentscertificates representing all such Equity Interests (collectively, if any, evidencing such debt securities (the “Pledged Debt SecuritiesBorrower Stock”); ; (b) subject to Section 3.05 hereof3.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; Pledged Borrower Stock; (c) subject to Section 3.05 hereof3.08, all rights and privileges of such Pledgor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a) and clause (b) above; and and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 and performance, as the case may be, in full of its the Obligations, each Pledgor and Guarantor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Pledgor and Guarantor's right, title and interest in, to and under (a)(ia) the Equity Interests owned by it which are listed on Schedule II hereto and any Equity Interests obtained in the future by such Pledgor and Guarantor and the certificates representing all such Equity Interests (the "Pledged Interests"); provided that the Pledged Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Foreign 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; (b) (i) the debt obligations securities owned by it which are listed opposite the name of such Pledgor and Guarantor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and Guarantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (bc) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause clauses (a) and (b) above; (ce) subject to Section 3.05 hereof5, all rights and privileges of such Pledgor and Guarantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “"Collateral"). Upon delivery to the 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, to HOLD 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 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 its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not 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 obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 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 received in respect of, the securities property referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests in each Material Subsidiary that is a Domestic Subsidiary directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities; (b)(i) the debt obligations securities 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 Pledgor on Schedule II), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 its Obligations, each Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the ABL 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; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 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 received in respect of, the securities property referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor, to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, 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 obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 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 received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 its the Secured Obligations, including the Guarantees, each Pledgor of the Pledgors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) all Equity Interests held by it that are listed on Schedule 10(a) of the Perfection Certificate and any other Equity Interests in any material Wholly Owned Subsidiaries directly held in the future by such Pledgor and the certificates representing all such Equity Interests (if any) (the “Pledged Equity”); provided, that the Pledged Equity shall not include Excluded Equity Interests; (b) (A) the debt obligations securities owned by it and listed opposite Schedule 11 to the name of such Pledgor on Schedule IIPerfection Certificate, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt shall not include any Excluded Property; (bc) 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 3.05 hereof3.6, 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 Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; ; (ce) subject to Section 3.05 hereof3.6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and ), (b), (c) above; and (d) above; and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of Section 2.1.

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 its Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ii) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Property; (ii) (A) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt securities obligations in the future issued to such Pledgor Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iiiC) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); (biii) subject to Section 3.05 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 received in respect of, of the securities referred to in clause (a) abovePledged Stock and the Pledged Debt; (civ) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a) and (biii) above; and (dv) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (aiii) through (dv) 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for Each Domestic Pledgor, to secure the payment or performanceSecured Obligations of such Domestic Pledgor, as and each Foreign Pledgor, to secure the case may beSecured Foreign Obligations of such Foreign Pledgor, in full of its Obligations, each Pledgor hereby assigns grants and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Pledgee a security interest in in, and acknowledges and agrees that Pledgee has a lien upon and security interest in, all of such Pledgor’s right, title and interest in, to and under (a)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future following property (all of which is hereinafter referred to as the “Collateral”) now or hereafter owned by such Pledgor: (i) all shares of stock, limited liability company interests and other Capital Stock issued by the issuers listed on Annex A hereto, other than Excluded Securities (and in and to such Pledgor having, in all certificates or instruments evidencing any and/or all of the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iiiforegoing) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Initial Pledged Debt Securities”); (bii) subject all of such Pledgor’s right, title and interest in and to Section 3.05 hereof, any Additional Pledged Securities (and in and to all payments of principal certificates 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 evidencing such Additional Pledged Securities) (together with the conversion of, and all other proceeds received in respect ofInitial Pledged Securities, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above“Pledged Securities”); and (diii) all proceeds of any of and all the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, foreverforegoing; subjectprovided, however, that notwithstanding the foregoing, with respect to each Pledgor, “Additional Pledged Securities”, “Collateral”, “Initial Pledged Securities” and “Pledged Securities”, in each case shall not include, and the termssecurity interest granted hereunder shall not attach to, covenants and conditions hereinafter set forthany Excluded Securities.

Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each The Pledgor hereby assigns and pledges to the Collateral Agent, for its successors benefit and permitted assigns, for the ratable benefit of the Secured PartiesLenders, and hereby grants to the Collateral Agent, for its successors benefit and permitted assigns, for the ratable benefit of the Secured PartiesLenders, a continuing first priority perfected security interest in all of such Pledgor’s right, title and interest in, to and under the following (a)(ithe "Pledged Collateral"): (a) the debt obligations listed opposite Pledged Shares and the name of such Pledgor on Schedule II, (ii) any debt securities in certificates representing the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 millionPledged Shares, and (iii) all products and proceeds of any of the certificatesPledged Shares including, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 hereofwithout 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 products and proceeds of any of such additional Pledged Shares, including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other proceeds received rights and options and other property from time to time received, receivable or otherwise distributed in respect of, the securities referred to of or in clause (a) aboveexchange for any or all of such additional Pledged Shares; and (c) subject to Section 3.05 hereofthe Pledged Notes and the instruments representing the Pledged Notes, and all products and proceeds of the Pledged Notes, including, without limitation, all rights interest and privileges of such Pledgor with respect to the securities principal payments, instruments, and other property referred from time to time received, receivable or otherwise distributed in clauses (a) and (b) aboverespect of or in exchange for the Pledged Notes; and and (d) all 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 (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 forthPledgor.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) the Equity Interests in each Material Subsidiary directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests in 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 obligations 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 opposite the name of such Pledgor on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, Grantor and any other debt which may in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, future be owing to any Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided that Pledged Debt shall not include any Excluded Asset; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor the Parent hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgorthe Parent’s right, title and interest in, to and under (a)(ia) the debt obligations shares of capital stock of Holdings owned by it and listed opposite the name of such Pledgor on Schedule II, (ii) I and any debt securities other Equity Interests of Holdings obtained in the future issued to by the Parent and the certificates representing all such 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, if any, evidencing such debt securities Equity Interests (the “Pledged Debt SecuritiesStock”); provided that the Pledged Stock shall (i) not include to the extent applicable law requires that Holdings issue directors’ qualifying shares, such qualifying shares and (ii) subject to clause (i), include all the Equity Interests of the surviving entity of any merger of Holdings and the Borrower permitted under the Credit Agreement and (b) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through and (db) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests in each Subsidiary directly owned by it and any other Equity Interests in a Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Asset; (b)(i) the debt obligations securities 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 Pledgor on Schedule II), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause Section 2.01(a) and (a) aboveb); (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (aSection 2.01(a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Notes Obligations, each Pledgor Grantor hereby collaterally assigns and pledges to the First Lien Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the First Lien Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under: (a)(ia) (i) the debt obligations Equity Interests owned by such Grantor on the date hereof, including those listed opposite the name of such Pledgor Grantor on Schedule IIII hereto, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Equity Interests; (b) (i) the debt securities owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (bc) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; ; (cd) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and and (de) all proceeds 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 (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLDNotwithstanding the foregoing, in no event shall the pledge under this Section 2.01 attach 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 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 forthany Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guaranty, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (a)(ii) all Equity Interests held by it that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (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 its all the Obligations, each Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of such Pledgor’s the right, title and interest of such Pledgor in, to and under (a)(ia) all the shares of capital stock and other Equity Interests owned by it, including those listed on Schedule II hereto and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor and the certificates, if any, representing all such shares or interests (collectively, the “Pledged Stock”); (b) (i) all debt obligations securities owned by it listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any all debt securities in the future issued to such the 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, all promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt Securities” and together with the Pledged Stock, the “Pledged Securities”); (bc) subject to Section 3.05 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 received in respect of, of the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Securities Collateral”); provided, however, that, the term “Securities Collateral” shall not include (i) to the extent such pledge would, in clauses the good faith judgment of the Pledgor reasonably be expected to result in material adverse tax consequences to the Borrower or its Restricted Subsidiaries, more than 65% of the issued and outstanding shares of the Equity Interests entitled to vote of any first tier Non-US Restricted Subsidiary; (ii) the Equity Interests of any Excluded Subsidiary; (iii) the Equity Interests of any Excluded Joint Venture and (iv) any Equity Interests or debt securities owned by such Pledgor if and to the extent that the grant of the security interest shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law, (A) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Pledgor therein, (B) constitute or result in a breach or termination pursuant to the terms of, or a default under, any such Equity Interest or debt securities, (C) be void or illegal under any applicable governmental law, rule or regulation, or (D) be prohibited by (i) the organizational documents of the issuer of such Equity Interests or debt securities or (ii) agreements among the equity holders of the issuer of such Equity Interests or debt securities, in each case, as in effect on the Closing Date. (b) Upon delivery to the Collateral Agent, (a) through 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 (db) above 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, to HOLD the extent consistent with the terms of the Intercreditor Agreement, the Pledged Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, Agent 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 its Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under: (a)(i1) the debt obligations Equity Interests (a) directly owned by such Grantor as of the Closing Date (including those Equity Interests listed opposite the name of such Pledgor on Schedule III) and (b) obtained by such Grantor after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (ii) any debt securities the Equity Interests described in the future foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Stock”); (2) the promissory notes and any instruments evidencing Indebtedness (a) owned by such Grantor as of the Closing Date (including those promissory notes and any instruments evidencing Indebtedness listed on Schedule I) and (b) issued to such Pledgor having, in Grantor after the case of each instance of debt securities, Closing Date and having an aggregate principal amount in excess of $5.0 15 million, in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (iii) the certificatesb), promissory notes and collectively, but excluding any other instrumentsExcluded Assets, if any, evidencing such debt securities (the “Pledged Debt Securities”); 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 Securities (bexcept to the extent constituting an Excluded Asset or otherwise excluded from the Collateral pursuant to this Agreement); (3) subject to Section 3.05 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 received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in foregoing clauses (a1) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”2). TO HAVE AND TO 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 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 its the First Lien Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Lien Secured Parties and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured PartiesParties of, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(ii) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of a Domestic Subsidiary, (B) Equity Interests of any Subsidiary of a Foreign Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(t) of the Credit Agreement if and so long as the terms of such Indebtedness prohibit the creation of a Lien in favor of the Collateral Agent for the benefit of the First Lien Secured Parties on such Equity Interests, (D) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of ▇▇▇▇▇▇▇, to the extent such pledge is prohibited by law or contract, (E) Equity Interests of any Subsidiary with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders, (F) any Equity Interests to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, and (G) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in TNC (US) Holdings, Inc. and ACN Holdings, Inc., (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Lien 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 its the Guaranteed Obligations, each Pledgor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Holdings’ right, title and interest in, to and under under: (a)(ia) the debt obligations Equity Interests of the Borrower directly owned by Holdings (which such Equity Interests as of the Closing Date shall be listed opposite the name of such Pledgor on Schedule II, (iiI) any debt securities in the future issued to such 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 instrumentscertificates representing all such Equity Interests (collectively, if any, evidencing such debt securities (the “Pledged Debt SecuritiesBorrower Stock”); ; (b) subject to Section 3.05 hereof3.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) above; Pledged Borrower Stock; (c) subject to Section 3.05 hereof3.08, all rights and privileges of such Pledgor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a) and clause (b) above; and and (d) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of its the Secured Obligations, including each Pledgor Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) all Equity Interests now or hereafter directly held by 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 debt obligations Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Pledgor Grantor on Schedule III and any Indebtedness (including, (iiwithout limitation, any intercompany notes) any debt securities directly obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Indebtedness (the “Pledged Debt SecuritiesDebt”); (bc) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) ), (b), and (bc) above; and (de) subject to Section 2.06, all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided that 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable benefit of the Secured other Credit Parties, a security interest in and pledge of all of such Pledgor’s the Pledgors’ right, title and interest in, to and under under: 2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests owned by each Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto (a)(ieach an “Issuer”), and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by each Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (the debt obligations listed opposite “Pledged Securities”); provided however, that the name Pledged Securities shall not include, and the security interest shall not attach to: (i) equity interests in joint ventures or any non-wholly-owned Subsidiaries, but only to the extent that the organizational documents or other agreements with other equity holders do not permit or restrict the pledge of such Pledgor on Schedule IIequity interests, (ii) more than 65% of the outstanding Voting Equity Interests of any debt securities in (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 future issued to such Pledgor having, in the case capital stock of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, one or more Foreign Subsidiaries and (iii) equity interests in any Unrestricted Subsidiary; 2.2 all other Investment Property that may be delivered to, and held by, the certificatesABL Collateral Agent, promissory notes as agent for the Collateral Agent and any the other instrumentsCredit Parties, if anyamong others, evidencing such debt securities (pursuant to the “Pledged Debt Securities”); (b) terms of the Intercreditor Agreement, or the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 3.05 hereof6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clause (a) clauses 2.1 and 2.2 above; (c) ; 2.4 subject to Section 3.05 hereof6, all rights and privileges of such each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a) 2.1, 2.2, and (b) 2.3 above; and (d) and 2.5 all proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (d) above 2.4 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable benefit of the Secured other Credit Parties, foreveruntil (i) the Commitments have expired or been terminated and (ii) all of the Secured Obligations have been paid in full in cash or otherwise satisfied (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement or the Credit Agreement); subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent or the ABL Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and the ABL Collateral Agent and by such other instruments and documents as the Collateral Agent and the ABL Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent and the ABL Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under (a)(iin each case, as applicable): (i) all Equity Interests held by it that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities Pledged Equity and Pledged Debt referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”); provided that, 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby grants, assigns and pledges to the Collateral Agent, together with its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’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)(ia) the debt obligations (i) Equity Interests owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule IIII hereto, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); provided that Pledged Equity Interests shall not include any Excluded Assets; (b) (i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities referred to in subclauses (i) and (ii) of this paragraph (b) (collectively, the “Pledged Debt Securities”); provided that Pledged Debt Securities shall not include any Excluded Assets; (bc) 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 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause any Pledged Equity Interests or any Pledged Debt Securities; (a) above; (ce) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses paragraphs (a) and through (bd) above; and and (df) all proceeds Proceeds of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLDNotwithstanding the foregoing, to the extent consistent with the terms of the Intercreditor Agreement, in no event shall the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthinclude any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests, (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite on Schedules 7(a) and 7(b) to the name of such Pledgor on Schedule IIPerfection Certificate), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; above and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, ; provided that with respect to the extent consistent with the terms of the Intercreditor AgreementCosta 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 Collateral Agent, its successors and permitted assigns, Agent 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 its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule 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 the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) to the certificates, extent evidenced thereby the promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (bc) 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 3.05 hereof3.06, 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 Proceeds received in respect of, the securities referred to in clause clauses (a), (b) and (c) above; (ce) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (df) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Second-Priority Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, that the Pledged Stock shall not include any Excluded Securities; (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 opposite the name of such Pledgor on Schedule II), (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the 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 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 its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of S▇▇▇▇▇ Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among S▇▇▇▇▇ Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b) (i) the debt obligations securities listed opposite the name of such Pledgor Grantor on Schedule II, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) 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 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (ac) above; (ce) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under (a)(ii) all Equity Interests held by it that are listed as required to be pledged to the Administrative Agent on Schedule 5(a) to the Perfection Certificate and any other Equity Interests obtained in the future by such Grantor 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 Excluded Assets; (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II6 to the Perfection Certificate, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities 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 SecuritiesDebt”); provided further that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the debt obligations Equity Interests in each first-tier Foreign Subsidiary directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Pledgor on Schedule II, (ii) and any debt securities other Equity Interests in a first-tier Foreign Subsidiary obtained in the future issued to by such 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, if any, evidencing certificates representing all such debt securities (Equity Interests; provided that the “Pledged Debt pledged Equity Interests shall not include any Excluded Securities”); (b) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable 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 its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, which pledge shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied by reason of Section 5.11(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the 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; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof3.05, 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 received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof3.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Property; (b) (i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt securitiesobligations, an aggregate principal amount in excess of $5.0 million10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Property; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, of the securities referred to in clause Pledged Stock and the Pledged Debt; (a) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a) and (bc) above; and and (de) all proceeds Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Secured Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Secured Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Secured Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the Second Lien Intercreditor Agreement, not be applied to the payment of such Secured Obligations.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of its the Obligations, including each Guaranty of the Obligations, each Pledgor Grantor hereby assigns (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 Collateral Agent, Administrative Agent and its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) all Equity Interests now or hereafter directly held by 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 debt obligations Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Pledgor Grantor on Schedule III and any other Indebtedness (including, (iiwithout limitation, any intercompany notes) any debt securities directly obtained now or in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Indebtedness (the “Pledged Debt SecuritiesDebt”); (bc) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (cd) subject to Section 3.05 hereof‎Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) ‎(a), ‎(b), and (b‎(c) above; and (de) subject to ‎Section 2.06, all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a‎(a) through (d‎(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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such the Pledgor’s 's right, title and interest in, to and under (a)(i) the Equity Interests owned by it and listed on Schedule II hereto and any shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Pledgor and the certificates representing all such 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 Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt obligations securities listed opposite the name of such Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such 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, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (bc) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the Equity Interests, securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “"Collateral"). Upon delivery to the Administrative Agent, (a) any certificates with respect to Equity Interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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, to HOLD 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 Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under: (a)(ia) (i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests, if any (all the foregoing collectively referred to herein as the “Pledged Stock”); (i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); ; (bc) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; ; (cd) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) ), (b), and (bc) above; and and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided, 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, foreveras long as the Obligations remain outstanding; 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, including, without limitation, reasonable Attorney Costs, incidental to the collection of the Obligations and the enforcement or protection of the Agent's Lien in full of its Obligationsand to the collateral pledged hereunder, each the Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assignsgrants to the Agent, on behalf and for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesLenders, a security interest in all of such Pledgor’s rightthe following (collectively, title and interest inthe "Pledged Collateral"), to and under except as specifically provided in Section 6, below: (a)(ii) the debt obligations listed opposite Pledged Securities owned or held by the name of such Pledgor on Schedule II, (ii) any debt securities in and the future issued to such Pledgor having, in certificates representing the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 millionPledged Securities, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 hereof, 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 securities referred to in clause (a) above; (c) subject to Section 3.05 hereofcash, all rights and privileges of such Pledgor 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 (a) and (b) above; and (d) respect of or in exchange for any or all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 forthsuch shares.

Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) (i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 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 received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (dc) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable benefit of the Secured other Credit Parties, a security interest in and pledge of all of such Pledgor’s the Pledgors’ right, title and interest in, to and under under: 2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests owned by each Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto (a)(ieach an “Issuer”), and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by each Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (the debt obligations listed opposite “Pledged Securities”); provided however, that the name Pledged Securities shall not include, and the security interest shall not attach to: (i) equity interests in joint ventures or any non-wholly-owned Subsidiaries, but only to the extent that the organizational documents or other agreements with other equity holders do not permit or restrict the pledge of such Pledgor on Schedule IIequity interests, (ii) more than 65% of the outstanding Voting Equity Interests of any debt securities in (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 future issued to such Pledgor having, in the case capital stock of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, one or more Foreign Subsidiaries and (iii) equity interests in any Unrestricted Subsidiary; 2.2 all other Investment Property that may be delivered to, and held by, the certificatesTerm Loan Collateral Agent, promissory notes as agent for the Collateral Agent and any the other instrumentsCredit Parties, if anyamong others, evidencing such debt securities (pursuant to the “Pledged Debt Securities”); (b) terms of the Intercreditor Agreement, or the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 3.05 hereof6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clause (a) clauses 2.1 and 2.2 above; (c) ; 2.4 subject to Section 3.05 hereof6, all rights and privileges of such each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a) 2.1, 2.2, and (b) 2.3 above; and (d) and 2.5 all proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (d) above 2.4 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable 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 its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and title, interest in, powers, privileges and preferences pertaining or incidental thereto, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any 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, (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (bc) 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 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; , (ce) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) and ), (b), (c) above; and (d) above, and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, Notwithstanding anything herein to the extent consistent with contrary, in no event shall the terms of security interest granted hereunder attach to, and the Intercreditor Agreement, the term “Pledged Collateral” shall not include any, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthExcluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor 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 PledgorGrantor’s right, title and interest in, to and under (a)(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 certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged Equity Interests”); (b)(i) any debt obligations securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule II, and (ii) any debt securities in the future issued to such 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, all promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property instruments referred to in clauses (a) and (b) above; and (d) subject to Section 3.06, all proceeds rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any and all of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or Excluded Property; (b) (i) the debt obligations issued to such Pledgor, including those listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities obligations in the future issued to such 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, if any, evidencing such debt securities obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, of the securities referred to in clause Pledged Stock and the Pledged Debt; (a) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a) and (bc) above; and and (de) all proceeds Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full of its the Note Obligations, including the obligations arising pursuant to the Guaranty Agreement, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’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: (a)(ii) all Equity Interests held by it, including without limitation, the Equity Interests which are listed on Schedule II, and any other Equity Interests obtained in the future by such Grantor and the certificates (if any) representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (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 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) (A) all debt securities owned by it, including without limitation, the debt obligations securities which are listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); ; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Notes Obligations, each Pledgor Grantor hereby collaterally assigns and pledges to the Second Lien Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Second Lien Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under: (a)(ia) (i) the debt obligations Equity Interests owned by such Grantor on the date hereof, including those listed opposite the name of such Pledgor Grantor on Schedule IIII hereto, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Equity Interests; (b) (i) the debt securities owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (bc) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; ; (cd) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and and (de) all proceeds 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 (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLDNotwithstanding the foregoing, in no event shall the pledge under this Section 2.01 attach 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 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 forthany Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of its the Foreign Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a)(ia) the debt obligations shares of capital stock and other Equity Interests owned by it and listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities other Equity Interests obtained in the future issued to by such Pledgor having, in respect of its Equity Interests in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, issuers identified on Schedule II hereto to the extent that such Equity Interests are not pledged under the U.S. Collateral Agreement and (iii) the certificates, promissory notes and any other instruments, if any, evidencing certificates representing all such debt securities Equity Interests (the “"Pledged Debt Securities”Stock"); provided that the Pledged Stock shall not include to the extent applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such shares or nominee or other similar shares, (b) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; , (c) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; above and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby grants, assigns and pledges to the Collateral Agent, together with its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’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: (a)(ii) the debt obligations Equity Interests owned by Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule IIII hereto, (ii) any other Equity Interests obtained in the future by Grantor 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 Equity Interests”); provided that Pledged Equity Interests shall not include any Excluded Assets; (i) the debt securities owned by Grantor, including those listed opposite the name of Grantor on Schedule II hereto, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, or otherwise acquired by Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities referred to in subclauses (i) and (ii) of this paragraph (b) (collectively, the “Pledged Debt Securities”); provided that Pledged Debt Securities shall not include any Excluded Assets; (bc) 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 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause any Pledged Equity Interests or any Pledged Debt Securities; (a) above; (ce) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses paragraphs (a) and through (bd) above; and and (df) all proceeds Proceeds of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLDNotwithstanding the foregoing, to the extent consistent with the terms of the Intercreditor Agreement, in no event shall the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthinclude any Excluded Asset.

Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such the Pledgor’s 's right, title and interest in, to and under (a)(ia) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt obligations securities listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such the 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, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (bc) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause clauses (a) and (b) above; (ce) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “"Collateral"). Upon delivery to the 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, to HOLD 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 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 collateral security for the payment or performance, as the case may be, and performance in full of its all the Secured Obligations, each Pledgor hereby assigns and pledges grants to the Collateral Agent, for its successors benefit and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in and continuing lien on all personal property of such Pledgor, including all of such Pledgor’s right, title and interest in, to and under (a)(i) all of the debt obligations listed opposite the name of such Pledgor on Schedule IIfollowing property, (ii) any debt securities in the future issued to such Pledgor havingwherever located, in the case of each instance of debt securitieswhether now owned or existing, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property hereafter arising or acquired from time to time received(collectively, receivable the “Security Agreement Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all 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 otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above foregoing; it being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLDunderstood that, subject to the extent consistent with the terms other provisions hereof and of the Intercreditor Credit Agreement, the Pledged Collateralforegoing grant of a security interest shall not diminish any Pledgor’s exclusive right and license to use, together with all rightor grant to other persons license or sublicenses in, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthIntellectual Property.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests in each Material Subsidiary directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests in a Material Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that (i) the Pledged Stock shall not include any Excluded Securities and (ii) in the case of Holdings and each Legacy Blocker Entity, such pledge shall be limited to the Equity Interests of the Borrower or any Legacy Blocker Entity directly owned by it; (b) (i) the debt obligations securities 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 Pledgor on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the U.S. Secured Obligations, each Pledgor Grantor hereby collaterally assigns and pledges to the Collateral Security Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under: (a)(ia) the debt obligations shares of capital stock and other Equity Interests of (i) each Guarantor (other than Holdings) owned by such Grantor including those listed opposite the name of such Pledgor on Schedule II, (ii) SSC Canada (or, if applicable, each Foreign Subsidiary of Holdings that owns, directly or indirectly, any debt securities Equity Interests of SSC Canada and the Equity Interests of which are owed directly by such Grantor) owned by such Grantor on the date hereof and listed on Schedule II, (iii) each other Foreign Subsidiary of Holdings that is a Material Subsidiary and the Equity Interests of which are owned directly by such Grantor including those listed on Schedule II and (iv) any other Equity Interests obtained in the future by such Grantor in (A) any Domestic Subsidiary of Holdings that is a Material Subsidiary, (B) SSC Canada (or, if applicable, each Foreign Subsidiary of Holdings that owns, directly or indirectly, any Equity Interests of SSC Canada and the Equity Interests of which are owed directly by such Grantor) and (C) any Foreign Subsidiary of Holdings that is a Material Subsidiary and the Equity Interests of which are owned directly by such Grantor, and the certificates representing all such Equity Interests (all such Equity Interests referred to in clauses (i), (ii), (iii), and (iv) above being referred to as the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (x) to the extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, any such qualifying shares, and (y) more than 65% of the issued and outstanding voting Equity Interests of SSC Canada or any other Foreign Subsidiary of Holdings; (b) (i) the promissory notes owned by it on the date hereof and listed opposite the name of such Grantor on Schedule II, (ii) each promissory note evidencing intercompany Indebtedness among Holdings and/or any Subsidiary (including amounts owed in connection with the intercompany settlements with respect to collections from accounts receivable and inventory of U.S. Loan Parties deposited into accounts of Canadian Loan Parties and other intercompany receivables) owned by and owed to such Pledgor having, in Grantor after the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, date hereof and (iii) each other promissory note evidencing Indebtedness on or after the certificatesdate hereof owed to such Grantor other than Indebtedness in a principal amount of less than $5,000,000, so long as the aggregate principal amount of Indebtedness not so pledged under this exclusion does not exceed $10,000,000 (the promissory notes referenced in the preceding clauses (i), (ii) and any other instruments, if any, evidencing such debt securities (iii) being referred to as the “Pledged Debt Securities”); ) ; (bc) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and and (d) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a), (b), (c) through and (d) of this Section 3.01 above being collectively referred to as the “Pledged Collateral”)) . TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Security Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, foreveras security for the payment or performance, as the case may be, in full of the U.S. Secured Obligations; 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 its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ii) 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 obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities obtained in the future issued to by such Pledgor having, in Grantor and 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, if any, instruments evidencing such any debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Security; (biii) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (civ) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) i), (ii), and (biii) above; and (dv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Bridge Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Bridge Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a)(ii) 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 the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Equity; (ii) (A) the debt obligations securities owned by it on the Closing Date including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (biii) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; (civ) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii) and (biii) above; and (dv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Bridge Collateral Agent, its successors and 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 its the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (a)(ii) all Equity Interests held by it that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates 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 Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor and that (x) is treated as a disregarded entity for federal income tax purposes and (y) substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of one or more CFCs and any other assets incidental thereto and (2) any Restricted Subsidiary that is a wholly owned Material Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor; (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for In order to secure the payment or performance, as and performance when ------ due of all the case may be, in full of its Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agentpledges, its successors and permitted assigns, for the ratable benefit of the Secured Parties, transfers and hereby grants to the Collateral Agent, Secured Party for its successors benefit and permitted assigns, for the ratable benefit of the Secured Parties, a first priority lien on, continuing security interest in and pledge of all of such Pledgor’s 's present and future right, title and interest in, to and under the following property (a)(icollectively, the "Pledged Collateral"): (a) the debt obligations listed opposite the name shares of such Pledgor common stock of Coaxial Communications of Central Ohio, Inc. ("Central") set forth on Schedule III hereto (the "Pledged Shares") ---------- (which are and shall remain at all times until this Agreement terminates, (ii) certificated shares), including the certificates representing the Pledged Shares and any debt securities interest of Pledgor in the future issued entries on the books of any financial intermediary pertaining to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); Shares; (b) subject all additional shares of common stock of Central from time to Section 3.05 hereoftime 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 additional shares and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares; (c) 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, and all other proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and "Distributions"); (d) all proceeds "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 foregoing, and in any event, including, without limitation, any and all (the items referred i) proceeds of any insurance (except payments made to in clauses (a) through (d) above being collectively referred a Person which is not a party to as the “Pledged Collateral”this Agreement). TO HAVE AND TO HOLD, indemnity, warranty or guarantee payable to the extent consistent Secured Party or to Pledgor from time to time with the terms respect to any of the Intercreditor Agreement, the Pledged Collateral, together (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 right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit any part of the Secured PartiesPledged Collateral by any governmental authority (or any person acting under color of a governmental authority), forever; subject(iii) instruments representing obligations to pay amounts in respect of the Pledged Collateral, however(iv) products of the Pledged Collateral, and (v) other amounts from time to time paid or payable under or in connection with any of the terms, covenants and conditions hereinafter set forthPledged Collateral.

Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the debt obligations Equity Interests in each first-tier Foreign Subsidiary directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Pledgor on Schedule II, (ii) and any debt securities other Equity Interests in a first-tier Foreign Subsidiary obtained in the future issued to by such 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, if any, evidencing certificates representing all such debt securities (Equity Interests; provided that the “Pledged Debt pledged Equity Interests shall not include any Excluded Securities”); (b) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the 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 its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ii) 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 obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities obtained in the future issued to by such Pledgor having, in Grantor and 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, if any, instruments evidencing such any debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Security; (biii) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (civ) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) i), (ii), and (biii) above; and (dv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under (a)(iin each case, as applicable): (i) all Equity Interests held by it that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities Pledged Equity and Pledged Debt referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”); provided that, 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (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 its all the Obligations, each Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in Secured (i) all of such Pledgor’s right, title and interest in, to and under (a)(i) the debt obligations securities owned by it listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any all debt securities in the future issued to such the 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, all promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt Securities” and together with the Pledged Stock, the “Pledged Securities”); (bc) subject to Section 3.05 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 received in respect of, of the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Securities Collateral”); provided, however, that, the term “Securities Collateral” shall not include (i) to the extent such pledge would, in clauses the good faith judgment of the Pledgor reasonably be expected to result in material adverse tax consequences to the Borrower or its Restricted Subsidiaries, more than 65% of the issued and outstanding shares of the Equity Interests entitled to vote of any first tier Non-US Restricted Subsidiary; (ii) the Equity Interests of any Excluded Subsidiary; (iii) the Equity Interests of any Excluded Joint Venture and (iv) any Equity Interests or debt securities owned by such Pledgor if and to the extent that the grant of the security interest shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law, (A) 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) through 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 (db) above 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, to HOLD the extent consistent with the terms of the Intercreditor Agreement, the Pledged Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or performanceotherwise) of the Second Priority Secured Obligations, as of the case may be, in full of its Obligations, Closing Date each Pledgor hereby assigns grants, pledges, assigns, hypothecates, transfers, delivers and pledges grants to the Second Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Second Priority Secured Parties, a Lien on and security interest in (i) to the extent the same do not constitute Excluded Shares, all of such Pledgor’s right, title and interest in, to and under (a)(i) the debt obligations listed opposite Capital Stock of the name of Issuers now owned or hereafter acquired by such Pledgor on Schedule II(collectively, the “Pledged Shares”; when used with respect to any one Pledgor, “Pledged Shares” means the Pledged Shares in which such Pledgor has an interest), (ii) subject to Section 5, any debt securities in the future issued to such Pledgor havingStock Rights, 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, if any, evidencing representing all such debt securities Pledged Shares and Stock Rights and (iv) all Proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the “Pledged Debt Securities”); (b) subject to Section 3.05 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 received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to collateral described in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (div) above of this Section 2 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLDNotwithstanding the foregoing, the Pledged Collateral shall not be deemed to include (a) any General Intangibles or other rights arising under contracts, Instruments, licenses, license agreements or other documents, to the extent consistent with (and only to the terms 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, unless and until any required consents shall have been obtained, (ii) give any other party to such contract, Instrument, license, license agreement or other document the Intercreditor Agreementright to terminate its obligations thereunder, the Pledged Collateralor (iii) violate any law, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; 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 its the Obligations, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include the following (collectively, the “Excluded Pledged Stock”): (A) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, any Domestic Subsidiary which is treated as a Foreign Subsidiary for United States federal income tax purposes, or any CFC Holding Company, (B) any Equity Interest in any Not for Profit Subsidiary, Immaterial Subsidiary, Unrestricted Subsidiary, special purpose receivables or securitization Subsidiary or Margin Stock, (C) Equity Interests, the pledge of which is prohibited by applicable law, rule or regulation, or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received), (D) any Equity Interests in joint ventures or any non-wholly owned Subsidiaries, but only to the extent that any applicable organizational documents, joint venture agreements, shareholder agreements or other agreements with other equity holders do not permit or otherwise restrict the pledge of such Equity Interest, (E) any Equity Interest to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences to Holdings and its Restricted Subsidiaries as determined in good faith by Holdings in consultation with the Applicable Collateral Agent, or (F) any Equity Interest with respect to which Holdings and the Applicable Collateral Agent reasonably agree, in writing, that the cost or other consequence of obtaining a security interest or perfection thereof are excessive in relation to the collateral value afforded thereby, and (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (bc) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities items referred to in clause clauses (a) and (b) above; , (ce) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) and ), (b), (c) above; and (d) above, and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor including the Guaranty, Springleaf hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in (i) all of such PledgorSpringleaf’s right, title and interest in, to and under (a)(i) all Equity Interests issued by the debt obligations listed opposite Borrower and any successor entity, including in any event the name of such Pledgor Equity Interests identified on Schedule II, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities I hereto (the “Pledged Debt SecuritiesEquity”); (bii) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity; (ciii) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Springleaf with respect to the securities and other property referred to in clauses (ai) and (bii) above; and (div) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (div) 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, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under (a)(ii) all Equity Interests held by it that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor 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 (a) Excluded Assets and (b) the Equity Interests of an Immaterial Subsidiary; (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its all Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable 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 PledgorGrantor’s right, title and interest in, to and under (a)(i) the debt obligations shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) subject to Section 2.06, all proceeds rights and privileges of any of such Grantor with respect to the foregoing (the items securities and other property referred to in clauses (a), (b) through and (dc) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms above; and (e) all Proceeds of any of the Intercreditor Agreementforegoing. Notwithstanding the foregoing, the Pledged Collateral, together with all right, title, interest, powers, privileges Collateral and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit Pledged 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 its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a)(ia) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or Excluded Property; (b) (i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt securitiesobligations, an aggregate principal amount in excess of $5.0 million10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause Pledged Stock and the Pledged Debt; (a) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a) and (bc) above; and and (de) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ac) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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, performance in full when due of its the Obligations, including the Guarantees of the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) all Equity Interests directly held by it, including those listed on Schedule I and any other Equity Interests directly obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (b) (i) the debt obligations owed to it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities obligations (including, without limitation, any intercompany notes) directly obtained in the future issued to by such Pledgor Grantor having, in the case of each instance of debt securitiesobligations, an aggregate principal amount in excess of $5.0 million, 5 million and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) ), (b), and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its Obligationsthe Obligations of such Grantor, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a)(ii) 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 1 and any other Equity Interests in the Borrower and any Restricted Subsidiary obtained in the future by such Grantor and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Equity; (ii) (A) the debt obligations securities owned by it on the Closing Date including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule II1, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (biii) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; (civ) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii) and (biii) above; and (dv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dv) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Excluded Property. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesPledgee, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Pledgee a security interest in all of such Pledgor’s right, title and interest in, the following collateral to and under secure the Secured Obligations (a)(ias defined in Section 2) (the "Pledged Collateral"): (a) the debt obligations listed opposite shares of stock of the name of such Pledgor issuers identified on Schedule II, I hereto held by it (iithe "Pledged Shares") any debt securities in and the future issued to such Pledgor having, in certificates representing the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 millionPledged Shares, and (iii) the certificatesall stock dividends, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 hereofcash dividends, all payments of principal or interest, other dividends, cash, instruments instruments, chattel paper, warrants, options and other rights, property or proceeds and products 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; (b) all additional shares of stock of the issuers identified on Schedule I hereto at any time acquired by Pledgor in any manner, and all securities convertible into and warrants, options and other rights to purchase any shares of stock and the certificates or other instruments representing such additional shares, securities, warrants, options or other rights (and any such additional shares shall constitute part of the Pledged Shares under this Pledge Agreement), and all stock dividends, cash dividends, cash, instruments, chattel paper, warrants and any other rights, property or proceeds received and products from time to time received, receivable or otherwise distributed in respect ofof or in exchange for any or all such shares, the securities referred to in clause (a) above; securities, warrants, options or other rights; (c) subject to Section 3.05 hereofall other claims of any kind or nature, all rights and privileges any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of such law, consensual agreement or otherwise, at any time acquired by Pledgor with respect to against any issuer of the securities and other property referred to in clauses (a) and (b) abovePledged Shares; and and (d) all proceeds of any of the foregoing (foregoing. The term "proceeds" shall have the items referred meaning assigned to that term under the Uniform Commercial Code as in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 fortheffect in any relevant jurisdiction.

Pledge. As security for the payment or performance, as the case may be, in full of its all Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors successor and permitted assigns, for the ratable 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 PledgorGrantor’s right, title and interest in, to and under (a)(i) the debt obligations shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (bc) 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 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (ce) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Pledgor’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 (a)(ia) all Equity Interests now owned or at any time hereafter acquired by such Pledgor (other than (i) any Equity Interests that constitute Excluded Assets and (ii) any Equity Interests directly owned by the debt obligations listed Parent in any Person other than the Issuers, any Subsidiary Guarantor, any Ohio Joint Ventures and the Double E Joint Venture), including the Equity Interests set forth opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 millionI, and (iii) the certificates, promissory notes all certificates and any other instruments, if any, evidencing instruments representing such debt securities Equity Interests (the “Pledged Debt SecuritiesStock”); (b) the debt securities now owned or at any time hereafter acquired by such Pledgor, including the debt securities set forth opposite the name of such Pledgor on Schedule I, and all promissory notes and other instruments evidencing such debt securities (collectively, the “Pledged Debt”); (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property instruments referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (dc) above; and (e) all proceeds of any and all of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, Notwithstanding anything to the extent consistent with the terms of the Intercreditor Agreementcontrary, no pledge or security interest is created hereby in, and the Pledged CollateralCollateral shall not include, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany Excluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of its all Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable 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 PledgorGrantor’s right, title and interest in, to and under (a)(i) the debt obligations shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) subject to Section 2.06, all proceeds rights and privileges of any of such Grantor with respect to the foregoing (the items securities and other property referred to in clauses (a), (b) through and (dc) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms above; and (e) all Proceeds of any of the Intercreditor Agreementforegoing. Notwithstanding the foregoing, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit shall not include Excluded Assets of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. As In consideration of the loan which Payee has on this day extended to Maker, as security for the payment or performance, as of that certain promissory note ("Note") in the case may be, in full principal sum of its Obligations, each Pledgor hereby assigns and pledges $290,000 payable to the Collateral AgentPayee on order which the undersigned has on this day executed to evidence such loan, its successors and permitted assigns, as security for the ratable benefit obligations which Maker has undertaken pursuant to Section 14(d) of the Secured PartiesBasic Provisions Agreement and Plan of Merger ("Merger Agreement") which Maker and Payee have entered into on this day, and Maker hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Payee a security interest in all of such Pledgor’s right, title and interest in, and assigns, transfers to and under pledges with the Payee, the following securities and other property: (a)(ia) All 1000 shares of the debt obligations listed opposite Common Stock in Internet Ventures Oregon, Inc. ("IVO"), which were acquired on the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 milliondate hereof, and (iii) which have on this day been delivered to and deposited with the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); Payee; (b) subject to Section 3.05 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, any and all other proceeds received in respect ofnew, the additional or different securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor subsequently distributed with respect to the securities and other property referred to shares identified in clauses (a) above which are to be delivered to and deposited with the Payee pursuant to the requirements of Section 3 of this Agreement; (c) any and all other property and money which is delivered to or comes into the possession of the Payee pursuant to the terms and provisions of this Agreement; (d) the proceeds of any sale, exchange or disposition of the property and securities described in (a), (b) or (c) above; and and (de) all equipment, intellectual property, accounts, cash, personal property, and accounts receivable of IVO and proceeds of any of thereof All securities, property and money so assigned, transferred to and pledged with the foregoing (the items referred to in clauses (a) through (d) above being collectively Payee are herein referred to as the “Pledged "Collateral”). TO HAVE AND TO 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 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 its the Obligations, including the Guaranty of the Obligations made pursuant to Article 11 of the Credit Agreement, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) all Equity Interests directly held by it, including those listed on Schedule I and any other Equity Interests directly obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (b) the debt obligations owed to it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities obligations (including, without limitation, any intercompany notes) directly obtained in the future issued to by such Pledgor Grantor having, in the case of each instance of debt securitiesobligations, an aggregate principal amount in excess of $5.0 million, 5 million and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (bc) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) ), (b), and (bc) above; and (de) subject to Section 2.06, all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, ; provided that the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.shall not include any Excluded Assets. 8

Pledge. As security for the payment or performance, as the case may be, in full of its the Third Lien Secured Obligations, including the Guarantees, and subject to the terms of the Intercreditor Agreements, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Third Lien Agent, its successors and permitted assigns, for the ratable benefit of the Third Lien Secured Parties, and hereby grants to the Collateral Third Lien Agent, its successors and permitted assigns, for the ratable benefit of the Third Lien Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (a)(ii) all Equity Interests held by it, including those that are listed on Schedule II, and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) the debt obligations securities owned by it, including those listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) all other property that may be delivered to and held by the Third Lien Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Third Lien Agent, its successors and permitted assigns, for the ratable benefit of the Third 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 and performance, as the ------ case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a)(ia) the debt obligations Equity Interests owned by it and listed opposite the name of such Pledgor on Schedule II, (ii) II hereto and any debt securities Equity Interests of the Parent Borrower obtained in the future issued to by such Pledgor having, in and 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, if any, evidencing certificates representing all such debt securities interests (the “"Pledged Debt Securities”Interests"); (b) subject to Section 3.05 hereof6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the due and timely payment or performance, as the case may be, and performance and discharge in full of its Obligationsthe obligations described in Section 2 hereof, each the Pledgor hereby assigns and pledges to the Collateral Agentpledges, its successors and permitted hypothecates, assigns, for the ratable benefit of transfers, sets over and delivers unto the Secured Parties, Party and hereby creates and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, Party a security interest in all in: (a) 5,940 shares, no par value per share, of such Pledgor’s right, title and interest in, to and under (a)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such 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, if any, evidencing such debt securities (the “Pledged Debt Securities”); Addison; (b) subject 1,000 shares, $.01 par value per share, of Taurus; (Addison and Taurus are hereinafter referred to collectively as an "Issuer" and each of the securities listed hereinabove in items (a) and (b) are hereinafter called the "Pledged Securities"); (c) any and all other securities hereafter deposited by Pledgor with the Secured Party pursuant to Section 3.05 hereof, 11 of this Pledge Agreement; (d) any and all payments of principal or interest, dividends, cash, instruments additional securities and other property that may at any time or from time to time received, receivable hereafter be distributed or otherwise distributed received in respect of, on account of, upon, in exchange for, in substitution for or upon conversion of any or all of the conversion ofPledged Securities or any or all of the securities referred to in clause (c) of this sentence, whether directly or indirectly as a result of one or more distributions, receipts, exchanges or substitutions; and (e) any and all proceeds arising from the sale or other proceeds received in respect ofdisposition of any or all of the Pledged Securities, the securities referred to in clause (a) above; (c) subject to Section 3.05 hereofof this sentence and the cash, all rights and privileges of such Pledgor with respect to the additional securities and other property referred to in clauses (a) and (b) above; and clause (d) all of this sentence (the Pledged Securities, such other securities and such cash, additional securities and other property and the proceeds thereof being hereinafter called collectively the "Collateral"). Notwithstanding anything to the contrary in this Pledge Agreement, no more than 66% of the issued and outstanding voting shares or stock of Addison shall be Collateral and the term "Pledged Securities" shall be subject to and modified by this provision, and any voting shares or stock of Addison in excess of 66% held by the Secured Party shall be held for the benefit of the Pledgor. Furthermore, notwithstanding anything to the contrary in this Pledge Agreement, at no time will shares of the Issuers constitute Pledged Securities to the extent that at such time Rule 3-16 of Regulation S-X under the Securities Act of 1933 requires (or is replaced with another rule or regulation or any other law, rule or regulation is adopted which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of any subsidiary of the foregoing Pledgor as a result of the fact that such shares of the Issuers secure the Notes, but only to the extent and for so long as necessary to not be subject to such requirement. At such times, this Pledge Agreement may be amended or modified, without the consent of any Securityholder (as defined in the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”Indenture). TO HAVE AND TO HOLD, to the extent consistent with considered necessary to reflect the terms operation of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing sentence.

Pledge. As security for the payment or performance, as the case may be, and performance in full of its all Secured Obligations, each Pledgor Grantor hereby assigns and pledges grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) the debt obligations listed opposite Equity Interests of any Person owned by it on the name date hereof or at any time thereafter acquired by it, and 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 of any Person that may be issued or granted to, or held by, such Pledgor on Schedule IIGrantor while this Agreement is in effect (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include Excess Foreign Subsidiary Voting Equity Interests; (iib) any all debt securities in and promissory notes held by, or owed to, such Grantor (whether the future issued to such Pledgor havingrespective issuer or obligor is the Borrower, in any of its Subsidiaries or any other Person) on the case of each instance of Initial Borrowing Date or at any time thereafter, and all debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such the debt securities or promissory notes described above (collectively, the “Pledged Debt SecuritiesDebt”); (bc) 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 3.05 hereof3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a), (b) and (c) above; (ce) subject to Section 3.05 hereof3.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesCreditors, 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 its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under permitted (a)(ii) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIIII), (ii) any debt securities in the future issued to such 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, if any, evidencing such 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 Assets 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”); (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under: (a)(i1) the debt obligations Equity Interests (a) directly owned by such Grantor as of the Closing Date (including those Equity Interests listed opposite the name of such Pledgor on Schedule III) and (b) obtained by such Grantor after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (ii) any debt securities the Equity Interests described in the future foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Stock”); (2) the promissory notes and any instruments evidencing Indebtedness (a) owned by such Grantor as of the Closing Date (including those promissory notes and any instruments evidencing Indebtedness listed on Schedule I) and (b) issued to such Pledgor having, in Grantor after the case of each instance of debt securities, Closing Date and having an aggregate principal amount in excess of $5.0 15 million, in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (iii) the certificatesb), promissory notes and collectively, but excluding any other instrumentsExcluded Assets, if any, evidencing such debt securities (the “Pledged Debt Securities”); 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 Securities (bexcept to the extent constituting an Excluded Asset or otherwise excluded from the Collateral pursuant to this Agreement); (3) subject to Section 3.05 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 received in respect of, the securities referred to in clause the foregoing clauses (a1) above; and (c2); (4) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in the foregoing clauses (a1), (2) and (b3) above; and and (d5) all 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 (a1) through (d5) 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, to the extent consistent with the terms of the Intercreditor Agreement, 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 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 its the Obligations, each Pledgor the Borrower hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Pledgorthe Borrower’s right, title and interest in, to and under (a)(ia) the debt obligations shares of capital stock and other Equity Interests of any Domestic Subsidiary directly owned by it, including those listed opposite the name of such Pledgor on Schedule III and any other Equity Interests of a Domestic Subsidiary directly owned in the future by the Borrower and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) any Equity Interests of any Subsidiary that is not a Domestic Subsidiary or (ii) any debt securities in Equity Interests if the pledge of such Equity Interests would be prohibited by 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 on Schedule I, (2) any future issued Indebtedness owing by any Subsidiary to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Borrower and (iii3) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities Indebtedness (collectively, the “Pledged Debt Securities”); (bc) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (d) subject to Section 3.05 hereof2.07, 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 Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (ac) above; (ce) subject to Section 3.05 hereof2.07, all rights and privileges of such Pledgor the Borrower with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”); provided that 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, to HOLD 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 Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of its the Second Lien Secured Obligations, including the Guarantees, and subject to the terms of the Intercreditor Agreements, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Second Lien Agent, its successors and permitted assigns, for the ratable benefit of the Second Lien Secured Parties, and hereby grants to the Collateral Second Lien Agent, its successors and permitted assigns, for the ratable benefit of the Second Lien Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (a)(ii) all Equity Interests held by it, including those that are listed on Schedule II, and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) the debt obligations securities owned by it, including those listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (biii) 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 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Second Lien Agent, its successors and permitted assigns, for the ratable 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 general and continuing collateral security for the payment or and performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such the Pledgor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any Equity Interests obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); (b) (i) the debt obligations securities listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such the 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, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a) ), (b), and (bc) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Stock; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through (de) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Loan Party, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ or nominee’s qualifying shares, such qualifying shares, or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney 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 then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in the Collateral (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any of the Collateral. The security interests created by this Agreement will have effect and be deemed to be effective whether or not the Obligations or any part thereof are owing or in existence before or after or upon the date of this Agreement. TO HAVE AND TO HOLDHOLD the Collateral, in accordance with, and to the extent consistent with the terms of with, the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, each the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such the Pledgor’s 's right, title and interest in, to and under (a)(ia) the shares of capital stock owned by it and listed on Schedule I hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt obligations securities listed opposite the name of such the Pledgor on Schedule III hereto, (ii) any debt securities in the future issued to such the 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, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (bc) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause clauses (a) and (b) above; (ce) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “"Collateral"). Upon delivery to the 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 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, to HOLD 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 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 its the Obligations, including the Guarantees of the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a)(ia) all Equity Interests directly held by it, including those listed on Schedule I and any other Equity Interests directly obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (b) (i) the debt obligations owed to it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities obligations (including, without limitation, any intercompany notes) directly obtained in the future issued to by such Pledgor Grantor having, in the case of each instance of debt securitiesobligations, an aggregate principal amount in excess of $5.0 million, 7.5 million and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (bc) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause (a) abovePledged Equity and Pledged Debt; (cd) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) ), (b), and (bc) above; and (de) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule III), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (provided, however, that the Pledged Stock shall not include any Excluded Equity Interests), (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (bc) all other property that may be delivered to and held by the Collateral Agent (or, prior to the Discharge of ABL Priority Claims and with respect to the ABL Facility First Priority Collateral, to the ABL Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; , (ce) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a) and ), (b), (c) above; and (d) above, and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). (b) Notwithstanding anything herein to the contrary, in the event that any Series of Pari Passu Debt Obligations is issued pursuant to a registration statement that has been filed with the SEC (including pursuant to any exchange offer subsequent to the initial private issuance of such Series), the “Pledged Stock” securing any such Series shall automatically be deemed not to include any Equity Interests or other securities of a subsidiary of Borrower which, if pledged to secure such Series, would require the Borrower to file separate financial statements for any Subsidiary with the SEC or any other U.S. federal government agency (in each case solely to the extent necessary to not be subject to such filing requirements) (such Equity Interests or securities the “Series Excluded Stock” with respect to such Series of Pari Passu Debt Obligations). The limitation provided for in this paragraph (b) shall not be applied to the Bank Loan Obligations or to any Series of Pari Passu Debt Obligations that is not issued pursuant to such a registration statement. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(ia) the shares of capital stock or equity interest owned by it and listed on Schedule II hereto and any shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall not include (i) more than 65% of the issued and outstanding shares of stock or equity interest of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) (i) the debt obligations securities listed opposite the name of such Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such 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, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (bc) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause clauses (a) and (b) above; (ce) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) 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 applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrowers or any Pledgor. TO HAVE AND TO HOLD, to HOLD 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 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 its the Secured Obligations, including the Guaranty, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (a)(ii) all Equity Interests held by it on the date hereof (including as listed on Schedule II) and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) the debt obligations securities owned by it on the date hereof (including as listed opposite the name of such Pledgor Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include Excluded Assets; (biii) subject to Section 3.05 hereof, [reserved] (iv) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (ai) and (ii) above; ; (cv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (ii), (iii) and (biv) above; and and (dvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (dvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to ; provided that the extent consistent with the terms of the Intercreditor Agreement, the term “Pledged Collateral” shall not include, together with all rightand the security interest granted in this Section 2.01 shall not attach to, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany Excluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(i) the Capital Stock and other Equity Interests of each Issuer whether now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and any other instruments representing all such Capital Stock and other Equity Interests (collectively, the “Pledged Equity Interests”); provided that, to the extent the pledge of Capital Stock and other Equity Interests of each Issuer pursuant to this clause (a) does not result in the pledge of all issued and outstanding Capital Stock and other Equity Interests of such Issuer, the Borrowers and the Subsidiary Grantors shall take any steps necessary to cause any such remaining Capital Stock and other Equity Interests of such Issuer to be pledged hereunder; (b) (i) all debt obligations securities issued by a Loan Party now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule II, and (ii) any debt securities in the future issued to such 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, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (bc) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of Section 2.02; (d) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (ce) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above; and (df) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO 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 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 and performance, as the case may be, in full of its the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesObligees, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a)(ia) the Equity Interests and Rights owned by it and listed on Schedule II hereto and any Equity Interests and Rights of any Subsidiary or any other person obtained in the future by such Pledgor and any and all certificates representing the foregoing (collectively, the "PLEDGED STOCK"); PROVIDED that (i) the debt obligations securities listed opposite the name of such Pledgor on Schedule IIII hereto, (ii) any debt securities of any other Pledgor or any Subsidiary or any other person in the future issued to or held by such 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, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”"PLEDGED DEBT SECURITIES"); (bc) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of such Pledgor with respect to the securities, interests and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “"COLLATERAL"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities (including the Pledged Collateral”)Debt Securities) now or hereafter included in the Collateral (the "PLEDGED SECURITIES") shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent with, if the Collateral Agent so requests, signature guaranteed, and by such other endorsements, 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 each Pledgor and such other endorsements, 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, to HOLD 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 Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesObligees, forever; subjectSUBJECT, howeverHOWEVER, 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 its the Secured Obligations, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), each Pledgor Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its it successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a)(ia) all Equity Interests held by it are listed on Schedule I hereto and any other Equity Interests obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (collectively, the “Pledged Equity”); (b) (i) all debt obligations securities of any Grantor or any Subsidiary of any Grantor owned by it and listed opposite the name of such Pledgor Grantor on Schedule III hereto, (ii) any debt securities of any Grantor or any Subsidiary of any Grantor obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, Grantor and (iii) the certificates, any promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities, promissory notes and instruments referred to in clauses (i), (ii) and (iii) of this clause (b) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (bc) all other property that is delivered to and held by the Collateral Agent; (d) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clause clauses (a) and (b) above; (c) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (bc) above; and (df) all proceeds of any of the foregoing (the items referred to in clauses (a) through (df) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary in this Agreement, the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Secured Obligations now or hereafter existing under, or in respect of, the Credit Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Credit Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.

Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such the Pledgor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any Equity Interests obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); (b) (i) the debt obligations securities listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such the 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, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (bc) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clause clauses (a) and (b) above; (cd) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (bd) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (de) all proceeds of any of the foregoing (the items referred to in clauses (a) through through (de) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Subsidiary Loan Party or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLDHOLD the Collateral, in accordance with, and to the extent consistent with the terms of with, the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a)(i) under: 2.1 the debt obligations listed opposite the name shares of capital stock and other ownership interests owned by such Pledgor and listed on Schedule III hereto, (ii) and any debt securities shares of capital stock or other equity interest of any Subsidiary obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 millionPledgor, and (iii) the certificates, promissory notes and any stock certificates or other instruments, if any, evidencing securities representing all such debt securities shares or equity interests (the “"Pledged Debt Securities”"); (b) ; 2.2 all other Investment Property that may be delivered to, and held by, the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 3.05 hereof6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other proceeds received in respect offor, the securities Pledged Securities referred to in clause (a) clauses 2.1 and 2.2 above; (c) ; 2.4 subject to Section 3.05 hereof6, all rights and privileges of such each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a) 2.1, 2.2, and (b) 2.3 above; and (d) and 2.5 all proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (d) above 2.5 being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, foreveruntil the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has 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 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 satisfactory to the Collateral Agent and by such other instruments and documents as 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 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.